Spider-Verse Domestics
by Brackets002
Summary: After a demonic, malevolent Spider-Totem tries to invade and conquer an alternate reality, eight different Spider-Men and -Women are temporarily forced to live together in the New York City of Earth-61610. Collaboration with Courier999.
1. Chapter 1

**A/N:** **This is a collaboration between myself and Courier999, author of the fanfiction _Spider-Man: Partners in Crime_ , which more recently he's rewriting in the form of _Partners in Crime: Remastered_. It also contains characters created by the authors SuperHeroFan3245, venom rules all, Ohfortheloveofpete, Red Witch, as well as a friend of mine nicknamed Gearbird. You'll see those Spiders once the framing device is set up.**

 **The origins of this idea actually begin back when _Spider-Verse_ was underway, when I was thinking about how much of a wasted opportunity the idea was: a whole bunch of Spider-Men hanging out together? That's _prime_ sitcom material, right there. In its current form the story's plot also heavily borrows from both the character study and cosmic horror genres, but the basic idea is the same.**

 **This first chapter is mostly written by me. Courier helped with the editing.**

* * *

 **Earth-61610**

It's unfair to call New York City "The City that Never Sleeps." Not because it's untrue—the dark of night had a stain of light and sound blasted into it, as millions of humans worked and played in cheerful defiance of conventional logic that one should rise with the sun—but because it seems to imply that this particular city was alone in that regard. No city ever sleeps; that's arguably one of the criteria for being a city.

But fair or not, the title belonged to New York, from its antique, narrow, perpetually half-flooded northernmost region, the power lines sparking and casting their flickering flashes on the brickwork, to the enormous sculptures of metal, glass, and light making up Midtown Manhattan. Take that skyscraper, for example. No, not that one; _that_ one.

 **OsCorp**

It's a tall building, but then what isn't in Manhattan. At 1,521 feet, it's far from the tallest, but it's a respectable part of the skyline, resembling a knife as it stabs into the sky. Light reflects off the glittering black on either edge of the sharp oblong shape, and a soft green glow illuminates the recessed windows along the wall between. The skyscraper looks sinister at night. Like a demon had once made a home in it.

In point of fact, something like that _had_ happened. But the Green Goblin had been dead for several weeks, and the Board of Directors were rather eager to ensure that no one so mad would set foot in the tower again. Of course, accomplishing that goal would require the immediate termination of their entire R &D department, so they weren't being particularly proactive about it.

 **February 16, [DATA CORRUPTED]**

The night wasn't dark; it was New York, after all. It wasn't particularly stormy, either, although the dark stormclouds hanging over the city, just brushing the tallest needle, were definitely giving a downpour some thought. In fact, the night was a rather pleasant one. It was the sort of night made for the young and in love.

Well, the young and in love would just have to wait. Within the bowls of OsCorp tower, a chamber began a low hum, and a mile and a half away a young man's skull began humming with it.

He gasped, flinching and banging his head against the roof of the metal shell he was crouched halfway into. As he clutched the point where his cranium had hit the now-dented surface and blurted obscenities, he jolted out of his spot under the desk and kicked himself away from it wildly. His back hit the opposite wall and he stopped, staring at the cannibalized speaker amp, before glancing a few times at the mess of wiring and silicon in his hands, as though checking for fire. There was nothing. His shoulders slumped, and he took a deep breath and tossed the experimental part onto the surface of the desk.

Without ceremony, his feet briefly pressed against the floor, stuck there as though glued, and he pulled himself to his feet. A scarred, stained hand ran through his short brown hair as he made a quick survey of his room and the equipment therein. The chemistry set lay inert as always, MJ's guitar sat on his bed innocently, and the mess of papers covering his desk displayed no hint of menace. He looked down and focused on his sense of touch—his bare feet felt every pulse and tremor in the building, and aside from two showers and a small child jumping on her bed three floors down, there was nothing remotely out of the ordinary.

Still, the humming persisted, and he was starting to get worried. Ordinarily a hum wasn't much cause for concern; a hum was _potential_ danger—something _could_ pose a threat, but probably wouldn't. But the difference between _no_ danger and _potential_ danger was still quite a difference, and to transition from one to the other with so little warning was…alarming. Add to that that it was apparently out of range of any of his other senses, and he was already more than a bit on edge.

Quickly, he crossed to the window, climbing onto and over his bed just beneath it in the process. Pulling the window open, he popped out the screen and tossed it aside carelessly—considering the large holes in the mesh where something had hit it or melted through at various times, he didn't know why he still had it, but never mind. He rested his hands on the windowsill and stuck his head out. He looked down at the alley thirty-odd stories below, then up at the rooftops another six stories above. He quirked a brow at nothing in particular, then pulled his head back inside and dashed out of his room and to the living room window.

This window screen he removed less often, so he set it aside with much greater care. Cautiously he peered out, just in time to watch a man climb out of his parked car and begin connecting it with an insulated cable to a silver hydrant on the curb. His gaze flickered between the faces on the sidewalks, as though searching, before his brow furrowed and he glanced up, to the left, and did a double-take.

The clouds overhead, as they were wont to do, were illuminated by the lights of the city below. Generally this meant that they had an odd reddish tinge, but a circle a mile or so off was a light green that, as he stared at it, grew brighter and bluer. He thought he could smell ozone in the air—more than usual, I mean. Then, all at once, the light vanished. The humming in his head jumped in pitch and his right eye twitched in response, but his shoulders slumped and he sighed.

 _Oh jeez,_ he thought. _Is it freak accident o'clock already?_

He darted back inside and closed the window in one motion. Vaulting over the couch, he darted into the bathroom so quickly that he seemed to jump from Point A to Point C without passing through Distance B. A pair of rimless round glasses were set on the counter by the sink, and his hands pulled open the container of his contact lenses and applied each to a hazel eye. He spent a few seconds blinking at his own thin face, dotted with small scars, before he turned on his heel and started for his bedroom again.

His turtleneck sweater was thrown aside before the door closed. His other shirt was already on underneath—a skintight ensemble with a dark red chest, stomach and shoulders; a sort of faded black for the back and sides; a large black spider logo on the chest and identical red one on the back; and black seams forming the framework of a drawn-on web pattern. He quickly rolled the sleeves down to just beneath his elbows.

Diving for his desk, he pushed away the papers that had been scattered on it in the last several hours and found two watchlike devices, both fixed on the center of watch straps. He tightened one around his left wrist, one around his right, and flicked both wrists. The disclike trigger of each device jumped forward and came to rest high on his palms.

Quickly he pulled a dark red backpack off of the bedpost it hung from. The zipper was open and his arm was up to his elbow in it, and he rooted around for a second before removing two small cartridges, each about the size of a container of mechanical pencil lead. Glancing at what he deemed the top of each cartridge, he smiled at their intact caps, before swiftly turning them into far less intact caps using the sharp valves barely concealed within the perfectly-shaped gaps at the back of each of the devices on his wrists.

It took a second for him to slide out of his jeans and reveal the skintight, technically black leggings and dark red boots he had been wearing underneath. He paused to crack his toes, the thin black rubber soles flexing as he did, and his hand snatched the backpack and pulled it onto one shoulder. He crossed momentarily back to the desk, scooping up a pair of red gloves and pulling them on so hastily that he nearly got them backwards, only the realization that the black palms were to go on the _in_ side saving him. The devices fitted neatly through holes near the wrists, and his black-clad fingers scooped up a red mask as he darted to the window.

The teenager pulled on the mask, his tense-looking hazel eyes and the bags under them concealed by a pair of convex, reflective, silvery-black lenses. Then Spider-Man, for of course it was he, jumped out the apartment window and stuck to the wall opposite.

He only remained there for a second. Darting up the wall, he jumped back across the alley upon reaching the top and alighted on the parapet of his own apartment building, crouching there for a second as he contemplated whether or not to go back and grab his coat, before shaking his head and deciding it wasn't worth it. He stood and cracked his neck, and then he broke into an impossibly fast sprint until he reached the other edge of the building and jumped.

The jump carried him all the way across the street and into the alley opposite. His hands grabbed the edge of a fire escape and he kicked his legs up, vaulting over it and twirling in midair. He kicked off the nearer wall and bounced off the other one, somersaulting over a clothesline before sticking to the wall and hurling himself forward. He came shooting out of the alley, threw a hand to the left, and flicked his middle and ring fingers into his palm.

From the device on his wrist, along with a cloud of carbon dioxide and barely-visible residue, exploded a strand of artificial spider silk, barely an eighth of an inch thick and moving at almost eighty meters per second, which smacked the corner of a brick building and stuck there. Spider-Man grabbed and stuck to the line with both hands and his entire body jerked outwards as his momentum made the webline snap taught and stretch slightly, but then he kicked both legs forward and hurtled down the street.

He curled his legs up as he neared the end of the swing and jumped off the webline, his right hand firing a new one at the opposite side of the street. As he fell into the swing he pulled himself further up it and narrowly avoided hitting two cars at the bottom of his arc. Releasing the line with one hand, he fired a new webline at the top of the slightly shorter building in whose shadow he now hung. Then he pulled hard on both weblines, released them, performed a complicated-looking flip in midair and managed to land on the corner, jumping off of it with so much force the concrete parapet cracked.

For a second, he hung in midair, almost calm despite the increasing hum in the back of his head. It would have taken too long to grab his camera from his backpack, and that really was a shame, because the view from his current point in space was gorgeous. The skyscrapers were artfully laid out around him, sculptures of glass and steel and brass and brick, and through the gaps between them he thought he could see glimpses of the wall constructed around Manhattan keeping the ocean from spilling forth and flooding them. He could see down the street all the way to Central Park, although not quite to the Narrows beyond it.

It all seemed so _still_ from up here, and for a moment his mind was at peace. Memories—people being turned to charcoal by arcs of lightning, being blasted apart by pumpkin bombs, hitting the ground so hard they shattered—death bearing down on him a thousand times over— _can't do it, can't save them, no_ —seemed to be washed away by the wind, and he looked down with a small smile beneath the mask as one hand reached out…

When the webline jerked his path into a curve, the stillness shattered. One hundred and seventy-two civilian deaths burned themselves back into the space behind his eyes and the self-loathing rose like bile. He ignored both, tucking his knees to his chest and kicking off the webline, and hurtled through the city two hundred feet above the ground.

At the speed he was going, it took less than a minute before he saw the building at the end of a street and instinctively _knew_ it was the cause of the humming in his head. He wasn't surprised. So many terrible things had come from OsCorp Tower by now, he probably wouldn't have been surprised to learn that it would eventually be responsible for the extinction of man. As it was, his instincts were confirmed when, just as he released a webline and landed on the side of a water tower, a bolt of violet light surged from its needle to the nearest skyscraper. It lingered for a few seconds, flowing like a lava lamp as he watched, equal parts stunned and fascinated, and when it faded out it left in its absence a long rope of material between buildings. He leaned forward, his eyes wide and brow furrowed beneath the mask. It looked like a strand of spider silk.

The side of the water tower cracked from the force of his jump; Spider-Man flew through the air for a full second before hitting the ledge of a building's side already sprinting. He covered the hundred feet in under a second and leapt into space again, firing a webline; when another bolt of violet jumped from OsCorp Tower to a neighboring building, he had reached the sidewalk beneath it before the light had faded.

Ignoring the copious graffiti covering the ground floor of the exterior, he strode forward towards the door and wrenched it open. The reinforced quartz of the door cracked and broke instantly—Norman was dead, Harry hadn't inherited _shit_ yet, and the Board of Directors could afford to be annoyed. As he stepped inside, the red light of the emergency lights casting bizarre shadows on him, the humming in his head became an insistent tingle and a hissing sound behind him made him turn slightly.

The section of the quartz that was still locked into the doorframe and the section that made up the door had come into contact, and the crack between them was steaming and frothing—and being patched. It took only a second as chemicals that had been exposed to each other by the break had fully reacted to each other and formed a rough patch resembling a scar.

Spider-Man's eyebrows rose. _That's new,_ he thought.

"WELCOME," said an automated, friendly voice on the intercom in the meantime, and Spider-Man's eyes widened as the tingling in head began to rise in volume and pitch. "YOU HAVE ENTERED INTO OSCORP TOWER WITHOUT DETECTABLE IDENTIFICATION." There was the sound of machinery, and without looking Spider-Man could feel something cylindrical extend into the lobby from the ceiling. "PLEASE REMAIN STILL TO RECIEVE A SAMPLE OF OUR RESEARCH. IF YOU HAVE AN IDENTIFCATION THAT WE HAVE FAILED TO DETECT, FEEL FREE TO FILE A COMPLAINT WHEN YOU REGAIN CONSCIOUSNESS. THANK YOU, AND HAVE A NICE DAY." There was a sound like an air gun—

—The ringing in his head was punctuated by a high, sharp note of _**move**_ —

Spider-Man dove to the side, dodging the first tranquilizer dart easily but in a slight panic.

He hadn't _forgotten_ about this, per say. He had simply (he jumped again, flipping to dodge the second and third dart before sticking to the ceiling) never actually seen the security turret do anything useful, and had automatically ignored it. And yet, here it was, a small, gas-powered dart gun that had popped out of the ceiling and was now swiveling to follow him after each miss.

"PLEASE REMAIN STILL TO RECIEVE A SAMPLE OF OUR RESEARCH," the intercom said again, as Spider-Man dodged a fourth tranq and glanced at his web-shooters. On the face of each of them was a recessed circle that now glowed an angry red, which he decided meant he only had a couple shots to get this right. He looked back at the turret and fired two web shots at its muzzle; the needle of the next dart pierced the webbing, but went no farther. While the turret buzzed and glitched as it tried to clear the jamming, Spider-Man hopped under it and fired webbing into the mechanism until both shooters were empty—which only took a few seconds.

The motors whined as Spider-Man relaxed and darted back to the front door. He bent down and picked up the first tranquilizer dart, its needle tip bent from where it had hit the doorframe, and stuffed it into one of his backpack's side pockets.

There were footsteps from below; faster than a walk, but slower than a run. They continuously came nearer, and Spider-Man began strolling towards the door leading to the stairs. He reached it just as the footsteps did, and he opened it to look into—

A pair of hazel eyes, very similar to his own.

Spider-Man took a surprised step back as the middle-aged, white-coated woman recoiled in shock. "You," he said, suddenly cautious.

"You!" she echoed. She readjusted her grip on the scientist whose arm was draped limply over her shoulder. "What the hell did you do?!"

" _Me?_ " Spider-Man replied. "All _I_ did was open the front door! It didn't cooperate. And your free-samples robot got a bit enthusiastic. Why, how did I ruin everything _this_ time?"

"Oh god, it's you," said the man over her shoulder, managing to look up briefly despite being only half-conscious.

"You tell me!" the woman snapped back after pausing to check on him. She glared at Spider-Man. "There's only so many ways a physics experiment can result in a horde of—"

"Wait!" Spider-Man held a hand up, leaning forward aggressively. "Aren't you a chemist? You're a chemist. He's a biologist! What were you doing watching a _physics experiment?_ "

The woman looked confused for a moment. "When we got off of work, we heard that the physics department was on the verge of a breakthrough and would be finishing it tonight. They were opening a portal to another reality! It sounded interesting, so—"

" _OH MY GOD, YOU GUYS!_ " She recoiled as Spider-Man exploded. "IT'S TEN-THIRTY AT NIGHT! YOU CAN'T JUST—no. No." He held his hands up, looking down and taking a deep breath. "I'm not doing this with you two right now. Just…just go." He stepped to the side as she started for the front door, dragging her male companion with her. As she began to push it open, she looked back at him to see him staring at her, his expression unreadable behind the mask.

"…How'd you know I was a chemist?"

"…Good question…'Bye." And with that, he darted into the stairwell, trusting that the woman to get herself and her charge to safely.

He was still upset as he vaulted over the banister and let himself fall two flights, only stopping as he passed another group of fleeing scientists. "Hey, do you guys know which floor the physics department is on?"

They screamed, not pausing in their mad sprints up the stairs and out of sight. He could hear the door slam.

"…Okay, thanks! Which floor is Level AAAH?!"

Spider-Man paused, remembering, to swap the empty cartridges in the back of his web-shooters for a full pair from the red elastic strap sewn around his waist. Then he dropped down another two levels and recoiled in surprise as he saw a scientist lying on the stairs, silk swathing his entire body and a pool of blood spreading across the floor. Slowly, hesitantly, he pulled himself over the rail and stepped closer to the corpse—that was definitely what it was, otherwise he'd be able to feel the heartbeat through the floor. He crouched down silently, laying a hand on the body, taking a strand of the silk in his gloved fingers and plucking it. Then he gently rolled it over and looked it up and down. The pins-and-needles sensation in his head pulled his attention towards the head, and for a few seconds paranoia and curiosity battled for dominance before he reached out both hands and cautiously pulled apart the webbing obscuring the face.

 _ **move**_

The corpse's mouth was wide open in a permanent, silent scream, and as Spider-Man jerked away a hand-sized, mandibled, eight-legged _thing_ leapt out and at his face. His hand jumped up and he grabbed it out of the air from behind, trapping its body and pinning its head between his index and middle fingers. It hissed, a steaming venom dripping from its mouth as it clawed at him with a pair of forelegs.

It wasn't a spider, but you could be forgiven for thinking it was. Spiders didn't have abdomens that curved down and came to a point like a wasp's. Spiders could be black, but not this oily color that bristled and seemed to defy light. Spiders didn't have these stark white eyes that seemed to look at him with a kind of demonic intelligence.

He had never seen anything like it before, but as it tried to wrench his fingers apart with its legs, he felt a vague sense of recognition. And, judging by the look in its eyes, _it_ knew _exactly_ who he was.

"Well," Spider-Man muttered, half to himself and half to the bug, "that explains why she thought this was my fault. _You've got some explaining to do, Junior!_ " he added, leaning over it before pointing his other hand at it and firing a webline at its face.

It hissed loudly, clawing at the synthetic polymer as Spider-Man dropped it out his hand and fired another webline at its abdomen. Even as it managed to tear the webbing from its eyes, its back two sets of legs became ensnared in more of it. Spider-Man's hands were blurs, and the creature bounced between them wildly, increasingly ensnared. At last Spider-Man threw his hand to the side, and a hasty golden cocoon hit the wall and was plastered there by a web shot.

"And you can just stay there until I get back!" Spider-Man said, waving an authoritative finger at the cocooned creature. By now, residue from his web-shooters had accumulated to the point that thin lines of silk ran from his wrists to his waist, and he glanced at them briefly before he hopped back onto the railing. "I'm _very_ disappointed in you. Now what's the larger story here…?"

He could feel, as he leaned forward into a fifty-foot drop, the scuttling of legs—dozens of them—and the rapid movement of spiderlike bodies. The tingling in his head was hovering at a bizarre pitch and frequency, one that made his skin crawl beneath the costume, but he somehow didn't think it was being caused by all these creatures—well, not _just_. No; there was something _beyond_ them: something strange and unearthly and very, very big.

The rest of the climb down, though, was…surprisingly easy. Oh, sure, it was _terrifying:_ Cobwebs big enough to fill a small swimming pool, corpses entangled in the strands and drained to husks, spiderlike creatures of increasing size crawling through the webs, the tingling in the back of his head growing more and more in intensity the further he descended. But the creatures, even the ones that turned to stare back at him as he passed by, paid little attention to him. It intrigued him, a little; the first one had been eager to bite his face off the moment it laid eyes on him. He found himself hypothesizing that the creatures had the same territorial nature as the spiders he was more familiar with, and the smallest one had attacked because of Spider-Man's intrusion on its web—but then, what was with all the bodies? Perhaps they had teleported in, and the fleeing scientists had unknowingly intruded on their territories? Perhaps they were protective of their kills? Perhaps—he froze, staring at one of the creatures, then at the husk it was spinning between its legs and wrapping with silk.

 _Perhaps they were protecting their_ offspring?

Spider-Man reached the bottom floor and was sprinting down the hall in less than a second.

It was dark down here; the emergency lights were caked in webbing and some were shattered. As he ran down the hallway, the tingling in his head rose and fell chaotically and he could feel the movement of spiderlike creatures hidden in the shadows. They were uneasy now. So was he.

He screeched to a stop, clutching the side of his head in sudden discomfort, as he ran by a side-hallway. The doorway at the end of it was a metal one resembling a blast door, and it was cracked open slightly. He could see a dark violet light spilling through and illuminating a strip of the floor leading to his feet. As he started walking towards it, the sensation in his head skyrocketed to resemble an air raid siren, and every instinct he had suddenly screamed at him to run. He cringed, goosebumps shooting down his arms, but kept moving forward without breaking stride. It only took a few seconds to reach the door: he wrapped his fingers around the edge—

 _ **move**_

—and jumped straight up, turning half a backflip and landing on the ceiling in a crouch.

The door had dented; beneath him was a spider-thing three times his size. It stepped away from the door, eyeing him, and hissed before pouncing at him again.

He was already leaping away before the note of _**move**_ could finish ringing through his head. Firing a webline at the wall, he swung in a small semicircle and stuck to the wall, shedding his backpack and facing towards the creature as it raced across the ceiling towards him. "What gives?!" he demanded, dodging it—it was leaving behind a trail of silk, and he was careful not to step on it. "Got an attachment to purple? Your siblings were cool, I liked them!"

The creature hissed at him irritably, jumping down to the floor and then to the opposite wall. Spider-Man instantly recognized the framework of a web and made a quick line of silk between the floor and ceiling for later use.

"And, okay, I'm _sorry_ that I webbed up your little brother." _**move**_ "Sister." _**move**_ "Whatever. But in _my_ defense—" He very nearly dodged into one side of the rapidly-forming web and froze, counterbalancing furiously, then had to dodge again, taking a risky dive through a hole in the web and leaving a small patch of red fabric stuck to a line of silk. " _In my defense,_ it _was_ being a colossal twerp! You know how it is!" The creature tore through the failed web furiously, then darted towards him again.

This time, stupidly, he dived _over_ it, placing a hand on its abdomen to vault towards the ground. It worked, except that as he cleared the spider-thing he felt a slight twinge and the feeling of something small jetting towards him. An instant later it hit his shoulder and he jerked to a stop, the line of silk running from the creature's spinnerets to his shoulder. He grabbed the webline and pushed a foot against the bottom of the abdomen, ripping off the piece of costume that had been snagged, but it was too late: deceptively fast, the creature had curled down and grabbed both of his legs with its hooked forelegs.

He found himself on the ground, pinned there by a spider leg on the small of his back. When he pushed up he could feel it begin to break skin, and then the creature swept a leg under his arms and he dropped back down. The tingling in his head was something like a scream, and he could feel the creature's fangs descending towards his back.

" _No!_ " A hand shot forward, firing a webline at the blast door. Pulling hard, he could feel the spider leg tearing fabric and skin on his back as he zipped away and rolled upright to face the creature, who had wound up headbutting the metal floor. It hissed at him. He glared back, clutching his bleeding back and breathing hard.

It charged. Spider-Man leapt forward too, but instead of letting it snatch him he grabbed the webline he had created earlier and threw his hand forward, his fingers already on the trigger in his palm. The combination of the speed he moved at, the speed of his arm, and that of the webline added up spectacularly, and when it hit one of the creature's eyes there was a small _splat_ and a loud shriek.

The spider-thing threw its front legs up, scrabbling at its wounded eye, and its legs squealed across the polished metal floor with very little change in speed. Spider-Man easily dodged, and the creature hit the blast door hard enough to dent it even further.

Immediately transparent, faintly gold shots of artificial spider silk pinned two of its legs there. Spider-Man lunged forward, punching it as hard as he could, and the creature attempted to hit back with one of its legs. Spider-Man dodged it, punching again, and he could feel the metal of the blast door groan under the continued pressure put on it. The creature tore one leg free and managed to tear a large, bleeding wound into his shoulder, but he ignored it, punching a third time.

 _ **MOVE**_

The creature tore its final leg free, and its fangs came rushing at Spider-Man's face at a speed that for anyone else would have been blinding. Spider-Man instinctively jolted backwards as hard as he could, and his hand instinctively found his webline. Swinging around it, he hurled himself at the spider-thing and kicked it with all the strength he had.

The metal door, he decided, was not a blast door. If it had been a blast door, it _probably_ wouldn't have buckled and broke like it did. As it was, he and the creature went sailing into the enormous, cylindrical room beyond, and while Spider-Man landed on the catwalk the door had led to the creature flew several feet farther and tumbled off, falling to the ground far below.

Far, _far_ below.

The room was distorted, Spider-Man realized as he looked around wildly. He didn't know how big the room was ordinarily, but it probably wasn't the size of _a city block_ , and the edges of the room seemed to stab him in the brain when he tried to comprehend what he was seeing.

Three huge, curved pieces of technology hung from the ceiling, sparking and humming furiously. There were no bulbs or LEDs on them, but the space between them emitted a harsh violet light that seemed to spill into shadows in spots. Spider-Man tried to look at where the machines were mounted on the ceiling, but his view was blocked by—

A web, spanning the entire width of the distorted chamber.

An enormous shadow, divided into two segments, the size of a building.

Eight titanic legs, spindly and hairy, hanging onto the web.

A pair of chelicerae, ending in two huge fangs that dripped a hissing black liquid.

A thousand huge, mirrorlike eyes, all standing out from the shadow and all staring at him.

It spoke. Not in words—it hissed when it saw him, a high, shrieking noise that jumped up his spine even as the panicked ringing of danger jumped down it from his head. But it spoke. He could hear the slow, rasping word in his head, drowning out what little rational thought he had left and burning its echo into its memory.

… _PAAAARRRRRKEERRRR…_

* * *

 ** _A/N:_ ...sigh...Y'know, when spider-sense goes _move_ it's supposed to be in small caps, not just bolded and italicized. I'm not surprised the site doesn't support small caps, otherwise I would've seen 'em in a Discworld fic or two. Ah, well. It stands out enough, I guess.**

 **The next chapter's a continuation of this one, only this time with more Courier999. Which I think improves a chapter 100%.**


	2. Chapter 2

**Earth-H**

"Black Cat to Buttons. Come in, Buttons."

" _This is Buttons. What's the scoop?"_

"Just finished my work with the alarms and security systems. They'll be out for the next 5 to 10 minutes."

" _Good to know."_

Black Cat turned off her walkie-talkie and removed the covering to an air vent leading into the jewelry store.

 _Easiest 250k I ever made,_ she thought as she slipped into the vent.

A man dressed in a red trenchcoat and fedora stood on a nearby street corner and checked his watch. A minute and a half had passed since he had gotten the status report from his cohort, and he was growing impatient.

 _If that broad doesn't speed things up, I'll—_

Just then, his walkie-talkie went off.

" _Olly olly oxen free."_ a woman's voice proclaimed.

The man picked up a violin case and proceeded towards the jewelry store.

A younger man sat on a nearby rooftop overlooking the jewelry store. He was dressed in a red-and-blue spandex unitard covered with a black web pattern. On his chest was a black stylized spider, while a red recolor of the same spider adorned the costume's back. A red mask with the same webbing pattern concealed his face.

 _Another slow night tonight. Can't blame the crooks for shying away these days, what with me, the NYPD getting backup from some outfit called Central Organization of Police Specialists- who comes up with names like that? Maybe it's time I hung up the Spider-Man duds—_

Just then, he saw Black Cat opening the door of the jewelry store.

 _Speak of the devil._

"Impressive work, Cat! When we're through with this, maybe I'll put in a good word for you next time Big Boss does some hiring—"

Just then, the sound of police sirens began to fill the air.

"How the—"

"Damnit damnit damnit! I should have known that they'd have a silent alarm on a separate circuit!" Black Cat cursed.

Buttons smashed some display cases and stuffed the loot into his trenchcoat.

"Any ideas, O Great Cat Burglar?"

"Back door. Run."

"You don't need to tell me twice!"

The two crooks bolted out of the building and into a nearby alley.

"You think they'll look for us here?" Black Cat asked.

"Doubt it. Not enough room to drive anything in here, and unless their name's Cobra Cobretti, I'm pretty sure no cop would enter this alley on foot."

" _Good thing I'm not a cop,_ " a voice announced.

Black Cat grimaced.

"Way to go, Buttons. You jinxed us."

"How?"

As if on cue, a man in red-and-blue spandex descended from the shadows.

"Hey, Cat. Who's your new boyfriend?" he snarked.

"The name's Buttons McBoomBoom." the man in the trenchcoat replied.

"Who came up with that name? I'd hate to see the name 'Buttons' on my high school diploma—"

"Who the hell are you, ya spandex-wearing clown?"

"Who, me? I'm just your friendly neighborhood Spider-Man. Never heard of me? Well, there's a busker out in Central Park who's got this little tune— _'Spider-Man, Spider-Man! Does whatever a spider can!'_ "

Buttons began to open his violin case.

"Well, Spider-Man, I've got a confession to make."

"What sort of confession?"

"I have this thing about bugs. Namely that—"

Buttons removed a Tommy gun from the case.

" _I HATE THEM AND WISH THEY WERE ALL DEAD!"_

Spider-Man leapt out of the way before a stream of bullets rushed through the spot where he had been previously standing.

"Who uses Tommy guns anymore?!" he sputtered.

"I like the old ways, bucko."

Black Cat smirked as she extended a set of cybernetic climbing claws from her fingertips.

"It's showtime, webhead!"

As if on cue, another person dropped in from the shadows. Their costume was an all-red version of Spider-Man's, albeit with an off-white web pattern and spider symbol.

"What the hell?!" Buttons shouted.

"It's _her_." Black Cat hissed.

"Who's 'her'?"

"The webhead's girlfriend- the Scarlet Spider."

Buttons began to undo his trenchcoat and dress shirt as Scarlet Spider approached.

"What are you going to do? Flash them to death?" Black Cat snarked.

"You could say that."

Before Cat could make a retort, she watched as a panel opened up on Buttons' chest, revealing a pair of light machine guns.

"Hey, bug-brains! Eat hot steel!"

Both Spider-Man and Scarlet Spider leapt out of the alley and onto opposite walls just before the guns fired.

"Any ideas, Tiger?" Scarlet Spider asked.

"I've got one. Buttons over there-"

"His name's 'Buttons'?"

"I'm pretty sure it's a nickname. Anyways, the way I see things, he can only really hit something with those guns in his torso is if they're directly in front of him-"

"Get him from the back and sides. Got it!"

"Come down and get stomped like the bugs you are!" Buttons bellowed.

Out of the corner of his eye, he saw a figure moving around in the darkness.

"Come out, come out, wherever you-"

Before he could finish his statement, Buttons was sent sprawling across the pavement as Scarlet Spider leapt onto his back.

"Get off, Spider-B—"

Before Buttons could finish his statement, his mouth was suddenly covered up by a blast of webbing.

"Do you kiss your mother with that mouth?" Spider-Man asked, sarcasm dripping from his voice.

Black Cat promptly turned and ran right into some waiting policemen.

"Well, that was fun." Spider-Man deadpanned as he and Scarlet Spider took a breather on a nearby rooftop.

"Tell me about it. A guy with machine guns in his chest- what organs did they have to take out to fit those?"

"Most of them. Must've been a field day in the operating room—' _Gentlemen, we can rebuild him. We have the technology. We have the capability, so pass me those LMGs.'_ "

"Peter!"

"You try coming up with a better explanation, MJ!"

The two broke out laughing when Peter felt a buzzing sensation over his right ear.

"Hello?"

 _"Web Central to Spider-Man. Come in, Spider-Man."_

"I read you loud and clear, Gwen. So, what's the scoop?"

" _There's some kind of portal above the Eyrie Building. You might want to check it out."_

"The Eyrie Building? Blondie, you don't mean—"

" _Ten bucks says it's got something to do with Xanatos. And don't call me Blondie."_

 **Half an Hour Later**

"Well, here we are. 2,000 feet up, and there's a weird purple portal right above our heads." Peter snarked.

"Well, at least nothing's coming out of it." Mary Jane replied.

Just then, Peter began to feel the portal drawing him in.

"What the—"

As the portal began to slowly drag him in, Peter dropped prone, hoping that his hands and feet would stick to the stone of the castle that now sat upon the Eyrie Building.

 _What's going on?_ he thought.

The portal began sucking him in much harder. The force was enough to dislodge the stones beneath his hands and feet, raising the hapless Peter into the air.

"Red! Save yourself!" he shouted.

Just then, he saw Mary Jane rise into the air, a line of webbing securing her to the stone of the castle.

"Tiger, you're the science expert! What's going on?"

"I've got no idea! But I'm fairly certain we'll be fine if we don't get sucked into that portal—"

The line of webbing snapped. Mary Jane flew backwards, knocking Peter off the cobblestones and sending them both spiraling through the portal.

* * *

 **Earth-61610: OsCorp**

… _PAAAARRRRRKEERRRR…_

Spider-Man stumbled backwards, his breath coming in shudders. His head was screaming, like millions of needles were trying to push themselves out of the back of his skull. His legs gave out and he fell backwards, his entire body trembling as he could feel his pulse skyrocket. "Ah—" Movement pulled his attention backward, where he saw enormous spiders swarming down the walls. "Ah—"

The creature up above, the one staring at him, slowly moved a single leg to point at him. His eyes snapped back to it, just as a car-sized spider above the door leapt…

 _ **move**_

" _ **AAAAA**_ _GHHH!_ " Spider-Man dove to the side, rolling as the spider and another violet bolt of light hit the catwalk simultaneously. As the catwalk buckled and tore away from the wall, Spider-Man screamed again, pushing away from the spider as it tried to attack him and jumping away into space. He flailed for a moment as he fell, but then he fired a webline at the nearest of the machines and zipped to it, sticking to it and trying to stop trembling.

 _Breathe. Breathe._ Spider-Man stared upwards, watching the enormous spider—the one that had said his name, _how did it know his name_ —as it shifted and skittered, more bolts of violet surging out from it and expanding the web. As the tingling seemed to well up in his head, jets of black billowed down from the bloom of light between the machines like drops of ink through water and solidified into spiders everywhere they landed.

 _Portal. How—_ He looked around wildly, his gaze passing right over a set of darkened, shattered windows before snapping back to them. He fired a webline at a point just below them and slingshotted himself across the gap.

Another spider immediately jumped for him, and he darted under it and punched it on the underside, knocking it off the wall and sending it tumbling. He watched it fall, tumbling end over end, legs flailing until it hit one of the cables of silk and clung to it. Then, in accordance, to the tingling, he dodged a spider's attack and ducked into the shattered window.

The lights were shattered; the only light in the control room he found himself in spilled in from the portal or emanated from the occasional cracked, web-covered computer screen. An enormous cobweb filled the room, with vaguely human-shaped cocoons scattered about it—but there was no spider, and the vent in the ceiling was open. Spider-Man leaned to the side to try to peer up the vent, but then turned to the control panel beneath the window and looked it over.

The screen was obscured by a patch of cobweb. Spider-Man pulled at it with his right hand, momentarily forgetting the injury he had taken to that shoulder, then reflexively clamped his other hand over the bleeding wound and hissed. Looking at the deep cut, he wiped some of the blood away with the back of his glove before gluing it shut with webbing. That done, he tore the cobweb away from the computer with his left hand, taking some of the metal of the console and a few particles of glass with it.

There was a noise from the vent—the ringing in his head made him abundantly aware of this. Cringing and glancing back at it, he returned as much of his attention to the console as he could and began analyzing the readout.

It looked remarkably like computer code; apparently the physicists who had designed this didn't care much for formatting. A list of commands on the left, a list of results indented beneath each, with the last several commands all bearing some version of _fatal error_. He furrowed his brow at this, before experimentally fiddling with a knob.

The screen immediately updated to show the slight increase in power he had apparently just sent to the Manipulator Arms, and the light from the test chamber flickered and flared.

* * *

 **Misfits Universe (Earth-11052A)**

"Stupid Mass Device! Why? Won't? You? WORK?!"

Lance Alvers delivered a solid mule kick to the uncooperative teleportation device.

"Have you tried rebooting it?"

Lance turned and saw three young girls enter the room.

"The owner's manual says this is acceptable discipline, Trinity."

Just then, Lance realized what he had just said.

"Oh for the love of— Trinity, I'm not getting involved in whatever harebrained scheme you've got going this time!"

"Please?" the girls asked in unison.

"I am not up for it! Lifeline told me that—"

At that moment, Cover Girl entered the Mass Device's chamber.

"Okay, you bozos. Time to saddle up!"

"What is it this time? My old boss? COBRA? Doctor Doom?"

"None of the above. We've got an anomaly in the sky above the base, and Hawk wants to make sure nothing's coming out of it."

 **Fifteen Minutes Later**

There was a violet vortex hanging in the sky over the Pit's training grounds. Beneath it were various members of the GI Joe team and the Misfits, a rag-tag bunch of former members of the Brotherhood of Mutants, Hector "Shipwreck" Delgado's four eldest children, the hacker known as Arcade, and a few other previously unaffiliated mutants.

"What is it, yo?"

"It's a portal, Toad. What does it look like to you?"

Todd Tolansky shot Lance a dirty look.

"What's it doing in our backyard? You think Magneto or COBRA opened it?"

"Doubtful. If it were either, something would've come through by now." Althea Delgado replied.

Behind the line of MPs sat the younger members of the Misfits. At present, they were playing poker.

"Royal flush!" Brittany called out.

"Better luck next time, Ollie!" Daria chirped.

Olivia Ossnick, or "Spyder" as she was called on official documents, grumbled as she handed a five-dollar bill to the Delgado triplets.

"What's going on behind the line?" she grumbled.

"Some kind of hole in time and space. They're trying to make sure nothing gets out."

Just then, Spyder felt herself being drawn to the violet portal. Some presence was calling her forward. She slunk through a hole in the MPs' line and soon found herself before the portal.

 _This is so freaky,_ she thought.

Just then, Lance noticed the little gray girl.

"Spyder! What are you doing there? Get back at once!"

Spyder snapped out of her trance, but it was too late. Before she could do anything about it, she was rising into the air.

"HELP!" she screamed.

Before anyone could do anything, Spyder vanished through the portal.

"No." Lance muttered as the portal closed.

* * *

 **Earth-61610, OsCorp**

 _ **move**_

Spider-Man ducked, avoiding a black, oily cloud that solidified into a spider-thing the size of a large dog crouched on the console. It snarled and crawled forward a bit, reaching down two legs to grab him, but Spider-Man took a few frantic steps back and fired three web shots at it. He glanced at the vent now just above him, right in time to see a collection of eyes looming out of the darkness therein.

 _ **move**_

He didn't move; instead his hands jumped up and caught the spider as it leapt out of the vent and threw it at its sibling. The momentum carried them both out the window, but the larger one managed to stick a leg to the sill and keep itself from falling. As it crawled back in, Spider-Man flicked all the controls off, then on and off again, then brought his fists down onto the console and broke it nearly in two. The spider hopped onto the console, ready to jump again, and Spider-Man grabbed the edge of the console, tore it off the wall, and threw it across the room, spider and all.

 _YOU CANNOT STOP US..._

Spider-Man's eye twitched behind the unmoving eyepiece of his mask. His entire body frozen in a cringe, he turned on his heel and looked up, out the window. The titanic spider had crawled several feet farther down, and, if possible, looked even bigger than it had before.

… _THIS WORLD IS_ _ **MINE**_.

Spider-Man broke his gaze with it, visibly shaking. He glanced at the sparking wires that the console had left behind, before he took a deep breath and hopped onto the windowsill. The enormous machines that extended into the chamber like arms from the ceiling terminated in metal, egg-shaped terminals, and they hummed and shook and bolts of lightning—not that violet bullshit; genuine, white arc lightning—occasionally jumped between them. As Spider-Man stared at them, another bolt of violet found the machine just above the nearest one, and a large spider crawled down the resultant cable and began building a web there.

 _Okay,_ Spider-Man thought, gathering his legs under him and leaping for the nearest machine. _I'm gonna take a shot in the dark and assume I have to break those to stop the crazy train._

* * *

 **Earth-825**

"You can run, but you can't hide!"

Teresa Alovi winced as she heard the Rhino's gloating.

"Yo, Spider-Bitch! Let's go!"

Before he could get any more insults out, Rhino's gaze was drawn to a rapidly moving figure darting through the warehouse.

"Bring it!" he sneered.

As if on cue, Teresa slammed her fist into the dimwitted chimera's face, stunning him.

"It's Star-Spider, not Spider-Bitch!"

Just then, a low cackling was heard.

"I don't know. 'Spider-Bitch' has a bit of a nice ring to it."

Teresa gawked as she saw a man in a yellow and black ensemble with a pair of metal gauntlets on his fists.

"Shocker." she spat.

"You know my name. Now if you can write it, you get a gold star." he patronizingly sneered.

"How'd you get out of jail?"

"Trade secret. Now, how about we have ourselves a rematch, 'kay?"

Teresa soared through the air as Shocker fired off his gauntlets.

"Stay still! I can't hit you if you don't stay—"

At that moment, he took a very hard blow to the back of the head.

"Anyone else going to show up?" Teresa asked to nobody in particular.

Suddenly, a violet portal opened up, and Teresa was promptly sucked in.

* * *

 **Earth-61610, OsCorp**

The machine was vibrating uncomfortably beneath his hands when he hit it. He twitched and pulled both hands away, for a moment sticking there with only his feet, but then he felt the spider's legs tapping against the metal, ever closer. Swallowing, he jumped out a little and fired a webline just above where he had perched, swinging in a tight arc around the machine and going right over the spider.

It was the size of a _car._ Spider-Man crawled backwards from it a bit when he landed, and it jumped forward, landing just in front of him. Its fangs slammed down into the machine where he had been an instant before, but Spider-Man was still backpedaling. His hands moved so fast that there wasn't even a blur, and the spider's fangs, already stuck partway into the metal, were swiftly glued in place by twelve, thirteen, fourteen, fifteen web shots.

"Now," gasped Spider-Man, pointing a trembling finger at it, "you just…just stay there…like the good little abomination you wish you were." With that, he jumped backwards, fired a webline at the arm, and swung out of sight.

Granted, he wasn't going very far. Spider-Man took one wide swing all the way around the machine, so as to have more room to work, and landed on the egg-shaped portion of the machine with a loud _thump._ The metal was hot under his hands and feet, causing him to shift them constantly, but he pulled a fist back and punched through the metal surface.

He pulled his hand out immediately, cursing at the heat and taking a handful of wires with it. Throwing them aside, he gripped the edges of the hole in the metal and pulled, tearing off a chunk of tungsten carbide and exposing the circuitry and ominous-looking elements beneath. Grabbing at the first thing he saw, he tore it away and just kept tearing.

The humming was becoming erratic, like the grinding of metal—the humming of the machine, that is, not of his head. _That_ had progressed well beyond humming and into a loud, constant ringing sensation, sending his nerves jumping and continuously tugging his attention towards the big mommy spider. And now, as the sound of tearing webbing and a shriek of triumph reached his ears, towards the car-sized problem that was now coming towards him alarmingly fast.

The ringing was punctuated by that same high, sharp note of _**move**_ , and Spider-Man jerked back as the spider grabbed at him with both pedipalps. He landed a punch on the side of its left chelicera, and dodged backwards a little, but his awkward position kept him from moving far and the claw of its right front leg tore across his chest. He gave a short scream of pain and clutched at the bleeding wound.

The spider clicked its fangs at him and went to bite him again while he was distracted. One fang managed to graze his shoulder before he grabbed at its cephalothorax and shoved it hastily into the hole in the machine he had created. The spider screamed and scrabbled with its front legs as he held his head there; he could smell the hair burning.

"And let this be a lesson to you!" he yelled, his voice high-pitched and panicky as the screeching began to peter out. " _Always_ make sure your machinery's cooling systems are up to scratch! _Especially_ if you're using it to invade another universe!" With that, he released the spider's head and shoved it away, foul-smelling smoke trailing behind as the spider scrambled backwards wildly. Spider-Man pulled a cartridge from the red strap around his waist and threw it hard into the hole.

The sparking of the torn wiring, made altogether worse by the struggling of the spider, melted the homemade stainless steel in only a few seconds, and the web fluid inside expanded upon exposure to oxygen at a speed that would put most explosions to shame. In an eighth of a second the entire egg-shaped machine was a mess of faintly golden artificial spider silk, and the machinery therein came to a forced halt. The humming died instantly, and he could smell the smoke of burning circuitry.

A high-pitched, deafening shriek of surprise from above pulled his gaze towards the mother; its pedipalps and frontmost legs were scrabbling at what looked like a ring of violet smoke, lit from within, that had buckled and was rapidly shrinking between her and Spider-Man. As the circle collapsed further, she screeched again, and as it passed in front of her abdomen Spider-Man breathed a sigh of relief as he realized he couldn't see her or the light behind her outside the ring. He turned back to the car-sized spider, which was now more than a little wary of him, and fired a web shot at it. The face of his right web-shooter was now glowing red, but he chuckled as the spider jumped backwards in alarm and fell off the machine. Taking a deep breath, he looked around as the walls of the test chamber slowly shrank around him and the other two pieces of machinery slowly grew closer to him. He glanced back up; the tattered violet portal was almost gone, but it seemed to have stalled. He furrowed his brow and glanced at the other two egg-shaped devices—he was close enough now to feel the humming of their inner workings through the air. Deciding to finish the job, Spider-Man pulled himself into a better position and jumped for the one on the right.

YOU _ATTEMPT TO DEFY_ ME _…?!_

"WHOA!" yelled Spider-Man, as his intended target suddenly pulled a hundred feet away from him: With a growl of effort and a noise like someone was tearing apart _space itself,_ the front legs of the titanic spider forced the portal back open even wider than it had been originally. Light flooded into the chamber as it distorted even further than before and bolts of violet exploded from the web above and began expanding it dramatically, and Spider-Man began to fall as the egg-shaped machine was forced away from where he had been aiming.

"Dick move!" he screamed hysterically up at her, firing the beginning of a webline with his right shooter before running out and switching to his left. "You hear me?! DICK! MOVE!" As the webline connected and his decent became a parabola, he scrambled up the line towards the machine.

 _YOU WILL BE A_ MEAL _FOR MY NEWBORN,_ PARKER _._

* * *

 **Earth-6** **1045**

" _Chīsana kumo ga ushinawa rete imasu ka?_ " a voice asked, his native Brooklyn accent seeping into his Japanese.

Drake Carter gulped as he realized he had been caught.

" _Ima kōfuku shi,-te wa, raibu anata o dekiru yō ni narimasu_."

"Like I believe a word of that. You Wu-Tang posers've been after my head since we first crossed paths." Drake snapped.

"Point taken, Spider. But unlike most of my fellow Hand, _I_ am reasonable. I'll cut you deal- you stay away from our operations, and we'll leave you alone. _Wakaru?_ "

"No dice."

The Hand representative frowned.

"Send in the kill team." he muttered into his cellphone.

Drake ran for it as fast as his legs would carry him. He barely made it out of the alleyway when he saw the Hand's hitmen, dressed up in modern-day samurai armor.

"They couldn't send ordinary gangbangers, oh no! They had to call up a bunch of otaku hitmen, all dressed like it's a damn Comic-Con!"

Just then, the "samurai" drew their rifles. Drake barely got out of the way before a burst of automatic fire nearly hit him.

"Oh, they just had to be competent hitmen! Fantastic!"

Suddenly, a violet portal opened up in the sky, and Drake Carter went flying into it, leaving five very confused hitmen.

* * *

 **Earth-61610, OsCorp**

Spider-Man didn't even slow down when he reached the machinery—sure, it was hot, but his head pounded with the ringing and a swarm of minute wisps of smoke were descending towards him like a carnivorous black snowstorm. Spider-Man put a fist through the shell and ripped out a piece of circuitboard—

 ** _movemovemovemoveMOVE_**

—He sprang up, rolled, dived upwards again, and turned to watch the swarm of baby spider-things begin to solidify exactly where he had been an instant before. Almost as one, and well before the last of them had landed, they crawled vaguely after him, tiny legs scrambling and fangs clicking. He scrambled farther up the arm, then fired a webline with his left hand and swung around it. Releasing the webline early, he kicked the egg-shaped terminal with all the strength he had. The shock of the kick jolted up his leg and rendered it numb, but with the sound of tearing metal and the smell of lightning the terminal tore almost halfway off the arm.

The swarm turned around and leapt at him; a wave of oily black spider-things fell towards him like a wall of fanged death. He crawled to the side and managed to avoid the bulk of them, but maybe a dozen landed on his right leg and bit down immediately.

"AGH!" Spider-Man almost fell off the machine. Hanging on with one hand, he flailed with his other and crushed two of the spiders. The others were out of his immediate reach, and he gasped in pain as they tore off tiny pieces of his flesh, ate them, and bit again and again. The outside of his right leg was stained with blood in under a second, and the rest of the swarm was coming for him at a speed that gave a sharp overtone to the tingling in his head. Spider-Man kicked out both legs as best as he could, releasing the machine and firing a webline, and managed to swing to the other side of the machine. It was a temporary solution, and at least they were out of sight for a few seconds. Spider-Man stuck to the shell with his feet and slapped at the creatures eating his leg. Only after the last of them was dead did he remember to breathe.

The egg-shaped terminal shifted and moved; Spider-Man's head snapped up and he peered over the top. A small number of baby spiders had bridged the he had made between the arm and the terminal with webbing and were mow trying to pull it shut. As the rest of the spiders swarmed over the terminal towards him, Spider-Man darted to the point where terminal met arm, put his arms on one and legs on the other, and pushed.

The metal tore away entirely; now the only thing holding the egg on was the webbing the babies were making and a few thick wires. Spider-Man checked his web-shooters. His right one was out, but his left, though it was glowing red, had maybe one more line in it. Spider-Man grabbed a piece of the egg's shell and tore it off, giving it a rough, serrated edge. The swarm was almost upon him, enough so to nip at his fingertips. Spider-Man leapt straight up over the egg, fired a webline at the very top of it, and swung down and drove his improvised knife through the webbing.

The egg began to fall; the wires that connected it to the arm held for a second before breaking. Spider-Man caught the bottom of the arm and stuck there as, swarm of babies and all, the egg-shaped terminal rolled in midair before it hit the ground hard enough to break in half.

* * *

 **Earth-91115**

"Louie, we did it! 500k in gold and gemstones, and the cops didn't even catch us on our way out!"

"But Frank, what about—"

"The Spider-Man? I don't think we'll be seeing him anytime soon!"

As if on cue, a swarm of bees landed on the car's windshield.

"What the—"

"It's the Honeybee!"

"The which-what?"

Something landed on the roof of the car.

"Run, Frank! Run!" Louie called out.

The two crooks scrambled for the car door.

"Going somewhere?" a woman asked.

Frank and Louie looked up and saw a young black-haired woman wearing a yellow corset, black pants, yellow boots, and black gloves. A pair of human-sized bee wings sat on her back, and Frank could swear he saw a stinger protruding from her behind.

"Frank, it's the Honeybee! Do something!"

"My friends here told me that you robbed a jewelry store. Care to explain?" Honeybee announced.

"This isn't happening! This can't be happening!" Louie griped.

"It's a girl with a bunch of bees! We can take her!"

Frank drew a gun…only to recoil in pain and promptly drop it when he was stung in his gun hand by a bee.

"Do you feel the sting of justice, evildoers?"

"Why are you commanding bees?" Louie asked.

"I am the queen, and this city is my hive! I will protect it and its inhabitants with my life if nee—"

Before Honeybee could finish her speech, a violet portal opened up in the sky and sucked her in, bees and all.

* * *

 **Earth-61610, OsCorp**

There was a shriek in frustration from on high. A third of the portal had buckled and collapsed, and the Mother caught the edge of it and pushed it back to where it had been. The edges of the portal were becoming ragged and they flickered ominously, but when she removed her back leg it stayed where it was, held there by strands of violet that refused to fade into web.

 _I HAVE HAD_ _ **ENOUGH!**_ Before it had been patient or neutral, but now the voice in his head sounded outright angry.

"Really?!" Spider-Man screamed back. "Me too! I'm so glad we've reached a consensus!"

Arcs of violet jumped to the final terminal and intermingled with the arcs of lightning already there. Spider-Man crawled into a decent position before jumping towards it. In midair, he swapped out the cartridge in his right shooter for a fresh one and hastily webbed shut his leg and chest, before firing a webline at the terminal and zipping towards it.

It happened too suddenly to do anything about: a pillar of smoke streaked down from above and collected into a spider the size of a minivan, exactly where he had been aiming. Spider-Man gasped and fired a webline ten feet above it, but it was too late. The spider grabbed him in its pedipalps, ripped him from his webline, and slammed him into the terminal hard enough to dent it.

Tungsten carbide is really, really hard. Spider-Man groaned in pain before his hands grabbed at the spider's pedipalps and pulled desperately, but they refused to move. Instead, the spider clicked its fangs, tightened its grip, and slammed him into its surface again. Spider-Man felt a few ribs crack.

The spider shrieked triumphantly as its fangs descended. Spider-Man caught them both and pushed as hard as he could, stopping them a few inches above his chest and forcing them back nearly a foot before the spider realized it hadn't successfully bitten him in half and began pushing back. They both trembled with effort for several seconds, and then the fangs began inching back towards Spider-Man, his breathing erratic and the sensation in his head like an air raid siren. Frantically, Spider-Man kicked at the spider-thing's underbelly twice with his good leg, and when it reflexively jerked back a little he released its left fang and punched it across the face. The spider-thing screeched at him, jerking a front leg across him as though mimicking his action, and his head jerked to the right, his temple burning like fire. He was conscious of something warm and wet on the side of his face, and that that side of his vision was ever so slightly lighter. He glanced downwards just in time to see one silvery-black eyepiece plummeting out of sight. Then the spider tightened its grip again and he coughed violently as his ribs cracked further. The spider's fangs were pushing ever closer to his chest.

In the reflection offered by the spider's eyes, he could see the slash mark the spider had made across his left temple. For a second, insanely, he was grateful that the wound stopped just short of his now-exposed eye. Then the ringing in his head pulled his attention skyward, and somehow, even with the spider's pedipalps crushing his chest, he managed to gasp.

The spider—the big one—the building-sized mother of all these monstrosities was dropping down the arm, towards the final terminal, where Spider-Man was now, her legs the thickness of tree trunks hooking on cable after silken cable and pulling her along with a horrifying speed. Spider-Man stared up at her for an instant, his eyes wide as saucers, before the grip on his ribs tightened still further and the stab of pain pulled his head down to look his assailant in the eyes. Desperately he yanked the fangs to the side, but the spider yanked them right back and pushed even harder. The edge of the fangs just barely caught on—

—the webbing he had used to bandage the earlier slash across his chest.

The plan appeared in his head, already fully formed. Glancing at the spider and back down again, he forced himself to take a deep breath despite the shooting pain, looked up at the descending monster, and stopped pushing the fangs back and started pushing them _down_.

The spider, surprised by the sudden lack of resistance, did nothing to stop the motion, and its fangs pierced the homemade steel cartridges strapped to either side of Spider-Man's waist.

The chemical reaction was immediate. Blobs of faintly golden artificial silk exploded from the broken cartridges and splattered across Spider-Man's sides and the spider's face. The spider jerked backwards, hissing in surprise, as webbing burst across its eyes and face, and Spider-Man immediately kicked it with all the force he still had. It scrabbled for a moment at the surface of the egg before falling off, still clawing at the webbing on its eyes before it vanished from sight.

Spider-Man, for his part, pulled his torso away from the egg, the sides of his costume instantly tearing off where the webbing had glued the fabric to the machine's shell. He turned to face the egg and punched a fist through the machine, his arm going all the way in—

 _NO!_

 _ **move**_

He yanked his arm out as fast as he could and dove to the side, a fraction of an instant before the frontmost leg of the Mother scratched the surface of the egg exactly where he had been.

 _YOU WILL NOT TAKE THIS WORLD FROM ME!_

Spider-Man, clinging as he was to the side of the terminal, dodged her enormous leg for a second time, flipping onto the top of it and pounding his fists into the surface. His ribs screamed at the motion.

 _MY WORLD HAS_ _ **NOTHING**_ _LEFT TO GIVE. YOU THINK YOU IN YOUR SELFISHNESS ARE WORTHY TO DENY ME WHAT I DESERVE, PARKER?! I, WHO COULD TURN THE_ _ **W**_ _AR INTO A BLESSING?! YOU ARE_ _ **NOTHING**_ _TO ME, DO YOU UNDERSTAND?!_

The screaming voice pounded against the inside of his ears, but he could barely discern it through the ringing in the back of his skull. Every breath he took was now a quiet, breathless scream as he pounded against the shell again.

 _ **move**_

It was like a whistle in a crowded room: not even close to the loudest thing there, but the high, sharp note cut through the pounding and the voice and his own terror and he rolled, sticking to the other side of the egg as an enormous leg passed through the point where he had been. The spider pulled its head back in a rage, rolled a little, and dove towards him fangs-first.

Spider-Man jumped straight up. The fangs tore through the shell of the egg, barely grazing the machinery inside, and Spider-Man ripped the nozzle off the one web-shooter with a cartridge and fired it downwards. Without the nozzle to restrict the amount of oxygen the web fluid could interact with, the cartridge was empty in three seconds, and the spider's fang was glued to the egg.

She tried not to move, conscious of what it would do. But then Spider-Man landed on her fang, then leapt at her face and punched her in her nearest eye. The membrane didn't break—his brow rose as it flexed, but held—but the small, sudden pain was sufficient to make her reflexively pull her head away, and take the terminal with it.

The portal buckled, slicing through the strands of violet; with a scream of outrage both in his head and out of it, the spider darted backwards, pushing her front legs against the edges of the portal as he managed by pure luck to land on one of the arms of the machine. _NO!_ _ **NO! PAARRKERR!**_

" _HOW DO YOU KNOW MY_ _ **NAME**_ _?!_ " he finally shrieked back as the portal started to collapse.

When the edge of the portal swept past the arm he was perched on, it sliced straight through it, and his eyes widened as it began to fall. Desperate, the spider stuck her front legs through the shrinking hole in space as the room began collapsing back into a size that made sense. And as Spider-Man detached from the arm and tumbled down through the air, he heard and felt her scream of pain.

 _ **I WILL RETU—**_

The violet light vanished; two spider legs hundreds of feet long and the thickness of tree trunks began to fall; and the ground accelerated towards a plummeting Spider-Man at an impossible speed.

Both web-shooters were empty. Any extras he may have once had were glued to the side of a machine in another universe entirely. Spider-Man flailed helplessly, screaming like a little girl as the ground _literally_ came rushing up to meet him.

 _WHAM_

* * *

 **Earth-112**

Spider-Man sat on the roof of the Oscorp elevator, tapping on the roof-mounted LEDs out of boredom. Beneath him Captain Jean DeWolff stood steadfastly ignoring him, watching as the screen above the door slowly rose to 27. She looked down and began loading her Glock 22.

"Why didn't you do that earlier?" Spider-Man asked.

"I was busy," DeWolff said. The elevator doors opened.

Spider-Man crawled ahead of DeWolff, scavenging through the wreckage of wires, tables, and papers with various blueprints that made Peter's spider-sense lightly tingle. He noticed claw marks on the walls in places, and a few…webs?

They rounded a corner and found a room with light pouring out and into the open. A harsh violet light, its source inside the room seemed to make noises. DeWolff and Peter rounded the corner and were shocked at what they saw.

Two giant spiders, each about the size of a Volkswagen, and a giant one the size of a minivan. They hissed.

"DeWolff! Run!" Peter shouted.

DeWolff fired three shots from her firearm, which did little more than piss the creatures off even more. One tried to chase after her, but Peter intercepted, slamming his arm into it and webbing up the doorway, trapping himself in with them.

Peter noticed the violet light was like an amorphous field of opaque air. It seemed to tug on him, and he could hear yelling from the other side.

 _ **PAARRKERR!**_ something screamed in his head. It seemed almost distant, but very, very angry.

The two spiders before him hissed, advancing menacingly. One lunged at him. Peter swung around it, landing on his abdomen and flipping it over his head. "I don't know _what you are,_ but you are _not_ welcome here!"

The largest spider clicked its fangs in a way that almost resembled laughter.

Peter stopped, realizing how crazy this was. A giant gravity-defying lens flare that was now practically ripping him off the floor, 11:00 p.m. on a school night, and three giant spiders which he was now almost certain could understand him. He stopped and said aloud, "Am I a drug addict or something?"

The nearest spider hissed dramatically and jumped at him from behind.

"Now I know what you're thinking," Peter said, ducking. "'There's three of us, we're immensely strong, and we've invaded your world. How can you hope to stop us?'" In answer to his own question, he paused, then flipped ono the ceiling and stuck his hand in the red beam there.

"Welcome to Oscorp. Nobody is here. You have twelve seconds to vacate the premises before you are atomized. Have a nice run."

Peter's spider-sense blared as five cannons charged. Even as he instinctively dove for the window, though, the portal flared and imploded, and his trajectory curved until he was hurtling right for it.

* * *

 **Earth-61610**

The sound of a warning klaxon blared in his ears as he slowly blinked his eyes open. For a second he wondered why all he could see was dark grey, but then he realized that he was lying face-down, his forehead pressed into a metal floor. Slowly, he gathered his trembling hands and knees under him, pushing up onto them and leaving a small puddle of blood under where his left temple had been.

Spider-Man took a deep breath, then another. A headache was rolling through his head like a long note of thunder, and his stomach lurched. Then it lurched again; his right hand immediately pulled his mask up and he vomited three and a half cups worth of coffee onto the steel floor.

Once he was done puking, Spider-Man stayed on his hands and knees, shaking like a leaf and trying not to hyperventilate. He squeezed his eyes shut, shaking his head furiously, before a single sob of lingering terror racked his frame and pure pain shot up his ribs.

In the midst of all this, he realized that there was still a humming sensation in the back of his head—faint, but there, and his mind immediately cleared a little when he forced himself to focus on it. Slowly he rolled himself over until he was sitting on the floor next to his black puddle of sick and looked up.

The chamber, now unaffected by temporal anomalies of any kind, was a mere twenty feet in diameter and maybe fifty feet tall at the most. He looked around as he slowly pulled his knees up to his chest and wrapped his arms about them. Two enormous black spider legs were piled on either side of him, and for a second he was certain the one on his left twitched. Taking a few more deep, gasping breaths, he looked away from them and his gaze landed on a red, web-patterned boot.

He slowly followed it upwards—past blue leggings, past a red and blue shirt, past a black spider symbol on the chest—until he was looking into the large, blank white eyepieces of a red mask that looked right back at him. As he stared at them, another person—a girl, outfitted in a red-webbed uniform that let her red hair flow free—joined the standing man and seemed to scan his injuries and comparatively shoddy costume. Spider-Man felt a movement behind him and turned to see four other people—a woman with a dark red and black costume resembling his own, another man in a virtually identical costume, a young girl with grey skin and hair, and a woman about his age outfitted in a yellow and black ensemble and surrounded by what looked from here to be bees.

Through the haze of what he strongly suspected was a concussion it occurred to him that they were all more muscular than he was. He was surprised to find himself slightly indignant at this.

"You okay?"

Spider-Man turned back to the man in red and blue, who had asked. He opened his mouth to speak, was at a total loss of words for a few seconds, and finally managed to echo the only clear thought in his head.

"… _What…?_ "

* * *

 **Notes from Courier999**

 **-Buttons McBoomBoom is a character from the late '80s Hasbro/DIC cartoon "C.O.P.S."**

 **-The Eyrie Building is Xanatos's skyscraper from the _Gargoyles_ cartoon.**

 **-Black Cat's mention of Cobra Cobretti is a reference to the 1986 Stallone urban action film "Cobra".**

 **-Lance's "acceptable discipline" line is from _The Real Ghostbusters_ episode "Don't Forget the Motor City".**

 **Notes from Brackets002:**

 **-Pretty much this entire opening was inspired by the video game _Half-Life_ , especially the Test Chamberrrr and the humongous telepathic monster.**

 **-The big mommy spider has a (nick?)name, which is a reference to a popular fantasy universe. A no-prize for who can guess what it is before someone mentions it.**

 **Notes on relevant realities:**

Earth-61610: Designed as roughly the opposite of the average comic-book universe, Earth-61610 is a relatively unfamiliar and alien world for much of the same reasons as our world is how _it_ is. The discovery/creation of various supernatural phenomena ensured that the Scientific/Industrial Revolutions never really stopped, with a variety of consequences both good and bad. Nobody's quite sure which category superhumans (Marvels) fall into.

Earth-H: Basically a sort of modernized take on the shared universe consisting of the original GI Joe and Transformers cartoons, plus Jem and Inhumanoids (and C.O.P.S and M.A.S.K) but with the additional presence of Marvel characters and characters from _Gargoyles_.

Misfits Universe: X-Men: Evolution and GI Joe crossover. It's as insane as it sounds, but it's extremely well-written and very funny.

Earth-825: A Marvel Universe that draws heavily on the _Amazing Spider-Man_ video games for inspiration. The largest difference is the identity and personal life of the protagonist, Teresa.

Earth-61045: A reimagining of the Marvel Universe starring original characters, focusing on characters with even less fortunate backgrounds than their canon counterparts.

Earth-91115: A lighter and softer take on Marvel, focusing on a Mary Jane Watson who acquired the powers of a queen bee and became the superhero Honeybee.

Earth-112: A darker and edgier take on Marvel, drawing lots of inspiration from the Nineties. Recently experienced some unrelated interdimensional shenanigans and is still recovering.


	3. Chapter 3

**A/N: This chapter is written primarily by Courier999.**

* * *

"I asked if you were okay."

Spider-Man sat there in silence, stunned by both his concussion and the shock of the six figures standing near him.

"Who…who are you people?" he stammered.

The man in red and blue reached up and pulled off his mask, and Spider-Man's eyes went wide when he saw the man's face. It was Peter Parker.

Not _his_ Peter Parker, obviously; not the one he saw in the mirror every day. This one's face wasn't as thin; his hairline conspicuously lacked a widow's peak; the eyes were blue and softer and devoid of bags; and not a single scar marked the skin. But the nose and lips were identical, and even if the eyes looked less stressed the shape was exactly the same.

It went beyond that, though. The face seemed to _exude_ Peter-ness. Somehow he knew, without being told, that this was a different version of him.

The woman in the red-and-black costume wandered forward, her lithe frame granting her a vaguely otherworldly presence.

"What happened? And who are you people?" she asked.

The man in red and blue turned around.

"I'm Spider-Man." he stated matter-of-factly.

"Who are you really?" the woman asked.

The red and blue Spider-Man shucked his mask.

"My name is Peter Parker. I'm a student at Empire State University. The woman next to me is the Scarlet Spider aka my girlfriend—"

"Mary Jane Watson." the Spider-Man on the floor interrupted.

"How'd you know?" Peter asked.

"Lucky guess."

"Anybody else want to show their face?"

The woman in the red and black costume removed her mask. The chamber's lighting gave her hair a dark purplish color, which contrasted with her light blue eyes.

"My name is Teresa Alovi, but you can call me the Amazing Star-Spider."

The man in the nearly identical costume threw his mask off, revealing the face of a young black man.

"Drake Carter." he proclaimed.

The woman in the yellow and black ensemble stepped forth.

"My name's Mary Jane Watson, but I'm also the Honorable Honeybee."

The little gray girl sprinted over.

"My name's Olivia Ossnick, but you can call me Spyder or Ollie!"

Just then, another violet portal opened up, and another Spider-Man in a red and black costume came tumbling out, followed shortly thereafter by the mortal coil of one of the smaller giant spiders that had only recently vacated the facility premises.

"Oh, it's Johnny-Come-Lately." Teresa snarked.

The newcomer shot Teresa a dirty look from behind his mask.

"Whoever you are, you're among friends. You can ditch the mask." Scarlet Spider announced.

The new Spider-Man took off his mask to reveal yet another Peter Parker.

"Okay then. Let's get out of here." Honeybee piped up.

"What about this universe's Spider-Man?" Teresa asked.

"What _about_ me?"

Honeybee looked at him. "Aren't you going to tell us who _you_ are?"

"…No! Why would I— _agh!_ " He had tried to push himself to his feet, but his leg gave out under him, and he now held that leg and muttered curses. "Um. Guys, I think I need a hand here."

Scarlet Spider took his hand and pulled him onto her back.

"And you can probably guess who he is, too," she pointed out. "My money is on another Peter Parker."

His head gently lowered until his forehead pressed against her neck. "… _Dammit._ "

* * *

"Oh we oh! Ohhh! Oh we oh! Ohh!" Spyder sang as she and the others marched through the desolate and forcibly abandoned corridors that were once OsCorp's physics department.

"Guys, I think I lost one of my contacts. Can we hold up?" the battered Spider-Man asked.

Scarlet Spider looked over her shoulder at the badly wounded alternate version of her boyfriend. "Not really. The sooner we get out of here, the better." she replied.

As the octet rounded a corner, a wall-mounted first aid kit caught Spyder's eye. She raised her wrist and shot out a line of electrified webbing, frying the employee ID mechanism and causing it to open.

"What have we got in here?" she asked herself.

At that moment, Teresa saw the opened first aid kit, the webbing, and the gray girl.

"Tell me you di—"

"You want the injured guy to get better or not? Besides, it's not like anybody's going to be down here for a while."

Teresa sighed.

"Fair enough. Let's see what we've got in here."

The kit contained a few canisters labeled "BIOMEDICAL GEL- PROPERTY OF OSCORP", a plastic spatula, and a bottle of ibuprofen. Just then, Spyder noticed something on the floor.

"Does this belong to anyone?" she loudly asked.

Scarlet Spider stopped mid-step and saw the little gray girl holding a dark red backpack.

"That would be mine." the battered Spider-Man groaned. "There's a few specimen vials in the pencil pocket. Could you fill a few of 'em with some of that?"

Spyder gave him a weird look. "Oooor we could just put in the first aid kit," she said, even as she did exactly that.

"Oh come _on,_ I _have_ a first aid kit. A really good one, too. I'm not going to ever _use_ that Biomedical Gel crap. It's only designed for human tissue, and probably mutates the crap out of that too. I just wanna experiment with it."

"Well…now you have a lot of it to experiment with."

Up and up they went, passing the remains of OsCorp employees and spider-like monsters alike before finally reaching street level.

"Oh, you have got to be kidding me!" Scarlet Spider exclaimed as the group exited the building.

In front of the OsCorp building stood an angry mob.

"Anyone got any ideas?" Drake asked.

"How about we go around these guys?" Teresa suggested.

Just then, a glass bottle soared past Scarlet Spider's head.

"I don't think we can do that." Drake grumbled as the bottle shattered against the quartz paneling of the door.

Suddenly, a buzzing sound filled the air. Everyone looked up as they saw a swarm of bees circling above the crowd.

"Let's go!" Spyder exclaimed.

The eight slipped off while the mob's attention was fixed on the sudden swarm of bees that was circling them.

* * *

 **Parker Residence, Twenty Minutes Later**

" _Arrrgh_!" Scarlet Spider ignored the attempts to slap her hands away, carefully cleaning the slash across the wounded party's chest. "Stop, stop, stop! _I'll_ do it!"

"Keep still, Specs," Scarlet Spider replied. She pressed a long, folded pad of gauze in place, tacked it there with webbing, and began pressing medical tape over it.

"What— _agh_ —what did you call me?" The sixteen-year-old snatched a pair of tweezers from the bathroom counter and dug them into one of the holes in his leg.

"I called you Specs." MJ pointed at the pair of rimless round glasses lying on the opposite side of the sink. "I mean, those are yours, right? You mentioned that you lost a contact lens, which makes you the only one of us who needs glasses. Please stop doing that, it's really—"

With a slight _shlick_ sound, the newly-christened Specs ripped the tweezers from his leg, taking with them the head of something that resembled a spider, covered in blood.

"—Eew!"

Specs stared at the head, his eyes narrowed as he held it a few inches from his nose. "This is pretty cool. I wonder if the skin and fangs are made of something besides chitin. I'll get to poking at it after we're d—shit."

Just then, the sound of a door rattling was heard. Specs quickly darted to the floor, stopping to clutch his leg for an instant with his eyes squeezed shut before he plucked his remaining contact lens out of his eye and pulled his glasses on. Limping to the door, he clicked the light off and steeled himself.

"Hey!"

"Shh." Spec's silhouette was visible in the doorway, looking back into the bathroom and holding up a finger. Then he turned back and stared at his bedroom door five feet away. For an instant he tensed, and then vanished from the spot.

The bedroom door banged hard against the wall. There was the sound of a few exclamations and hissed orders to shut up.

"Peter?" called someone in the main room—an adult, and one who sounded very much like Specs. He reappeared in his bedroom door, his boots gone and a lab coat covering his torso.

"Wait here," he whispered to Scarlet Spider across the hallway. She nodded, and he turned and walked out of sight.

"Hey, Mom," they all heard, and _immediately_ the two other Peters appeared in the doorway, peering after him. "Hey, Dad."

* * *

Richard and Mary Parker looked over at their son from where they stood in the kitchen. Peter had inherited his bone structure from his father, but his eyes and hair from his mother, and now a pair of hazel eyes very similar to his own looked him up and down. Mary set down her beer bottle and strode over to him. Richard still leaned against the kitchen counter; although he looked better than he had when Peter had seen him in OsCorp, he had clearly seen better days.

"Peter, are you okay?"

"I'm fine, Mom."

"You look exhausted."

"Well, yeah. It's eleven at night."

"You weren't waiting for us, were you?" Richard asked. His son began to saunter towards him, wincing with every step. "You know you don't have to do that."

"I know, I know. But I was—y'know, I was on to something. Trying to reconfigure MJ's speakers. Are you okay?"

"Are _you?_ " Richard asked, suddenly starting forward, his thumb finding the cut on Peter's face. Peter flinched away from it a little. "Oh my God, Peter, what happened?"

Peter froze for a few seconds, a lie assembling on his tongue. "I…a beaker exploded." He gave a little half-smile. "Accidentally made ammonium nitrate." He pulled his father's hand away gently, in the process revealing the cuts on his fingertips.

Richard leaned back, looking upset. "Peter, _gloves_ and _goggles._ You _know_ this."

"We're not here as often as we should be," Mary agreed. "We won't be here if you get injured."

"…Speaking of injured, are you two alright? I saw what happened. It was all over the news."

"We're fine," Mary said, her hand on his shoulder. "We managed to get out before things _completely_ went south, but I hear it took out a pretty big chunk of the physicists."

"Yeah," Peter agreed, staring into space for a second. "I know." He paused, mentally counting all the bodies he had seen. "…Does this mean you're off work tomorrow?"

Richard and Mary exchanged a glance.

"Peter," Richard began carefully, "organisms were discovered today, the likes of which have never been seen before. This is a chance to study extraterrestrial life _in person,_ not just in the diagrams we get from the Kymellians."

"And there were traces of an organic compound of some kind," interrupted Mary. " _Similar_ to spider silk, but—"

"—we need to run tests—"

"—probably _completely_ unique—"

"—if we don't move quickly—"

"I understand," said Peter. He did, but the look in his eyes was a little bit damning. He said nothing for a moment, before turning back towards his bedroom. "Goodnight."

"…Goodnight, Peter."

"'Night. Love you."

"Um, Dad?" he said, turning slightly just before his door.

"Yes, Peter?"

"I was wondering if you'd let some friends of mine crash here for a while. It's a long story."

"They can stay, Peter. Just as long as they don't wreck the place."

Peter gave a small smile and a salute as he limped into his bedroom. At some point, Scarlet Spider had slipped inside, and now the entire assembled company stared at him silently. Specs sighed and unbuttoned his coat, revealing the bandaged slash across the chest.

"You have _parents?_ " asked one of the Peters.

"You know, sometimes I'm not sure myself." Specs sighed, removing his glasses and cleaning them on his lab coat. "…We should figure out where everyone's sleeping. The couch has a fold-out bed; you two can have that." He pointed at the Peter and MJ who had come through together. "There's also a recliner. Terry—"

"Teresa."

"Whatever. Who here can make a hammock?"

The third Parker raised his hand. So did Drake.

"You two do that, and somebody make one for the kid. Honeybee can have my bed…I'm leaving someone out. Who am I leaving out?"

"Yourself," Drake said simply. "Where're you gonna sleep?"

"I—" He bit the honest answer off. "…I'll figure something out. G'night, everybody."

As everyone busied themselves getting ready for bed, Specs crossed to his desk, where a half-full cup of coffee sat abandoned. He picked it up and peered inside, dipping a finger into it and finding it cold. Sighing, he checked to make sure nobody was looking. Then he turned on the Bunsen burner on his desk, held the mug over it until it began to steam slightly, and drank it in two gulps.

* * *

 **Earth-61610 Peter Parker** was created b **y Brackets002.**

 **Earth-H Peter Parker** and **Mary Jane Watson** were created by **Courier999.**

 **Olivia Ossnick** was created by **Red Witch.**

 **Teresa Alovi** was created by **venom rules all.**

 **Drake Carter** was created by **SuperHeroFan3245.**

 **Earth-91115 Mary Jane Watson** was created by **Ohfortheloveofpete.**

 **Earth-112 Peter Parker** was created by **Gearbird.**


	4. Chapter 4

She wasn't sure exactly what had woke her up. It must have just been that time; according to the digital clock she saw on the nightstand it was nearly nine in the morning. There was hardly room on the nightstand for it, what with the stacks of books piled six high at least. The nightstand itself was shuffled off into a corner of the room, trapped there by a desk on one side and the bed beneath the window on another. The sheets on the bed had been straightened a little, but the desk was a disaster, piled high with papers and small contraptions and a sleeping laptop.

Continuing her lazy look around the room, her eyes swept over the door and past the closet—sliding doors revealed only half of it, but she saw a white coat hanging inside. The final wall bore a tall bookshelf, crammed to worrying overcapacity with books of varying condition, and a long dresser about the same height as the desk, its surface similarly cluttered with glass bottles and beakers and notes and—

Olivia Osnick finally sat bolt upright as a little more consciousness brought a realization. This was not her bedroom.

Of course it wasn't. The memories of last night didn't come in a rush so much as a trickle; being sucked through a violet portal, meeting seven other Spider-People from alternate dimensions, walking out into a New York City that was more cluttered and futuristic and alien than the one back home had _ever_ been. Swinging through the canyons of glass and metal that looked like the architects behind it all hadn't been able to agree whether to do art deco or science fiction, and then tried to outdo each other. Finally finding a _relatively_ normal-looking brick apartment building, carefully entering through a single window one by one, and settling in for the night.

Ollie sat back a little in her web-hammock as she relaxed. It was comfortable for a makeshift bed. The strands of webbing were a little thicker than her own, and instead of an electrified residue they felt a little like a tacky nylon. The Spider-Man that had made it, she remembered, had used a pair of small, wrist-mounted machines. She pushed her foot against the wall and let herself swing for a few seconds, smiling contentedly.

Then her stomach growled. Hard.

Ollie frowned. Easily pulling herself out of the hammock, she jogged to the main room of the apartment, a living room/dining room/kitchen combo with a line of windows across the wall overlooking the street below. Two others were already there: the fifteen-year-old girl with dark purple hair sat curled up on the couch, absorbed into the action movie on the TV, while the sixteen-year-old African American boy sat sideways on a comfortable chair next to the windows, a phone book open on his knees and the phone at his ear.

"Hey!" Ollie said aloud. "You two have the same costume!"

They both looked down at their uniforms; Teresa's was a little darker red, and Drake's gloves had been removed and his sleeves rolled up, but aside from that they were nearly identical.

"That's interesting," Teresa commented. "And Spec's is pretty similar. It makes no sense why these costumes are all the same across dimensions."

Drake nodded in agreement, but then he leaned forward a little. "Hello," he said into the phone. "I'm looking for a 'Drake Carter.'" He paused for a few seconds. "Okay. Thank you. 'Bye." He hung up.

"No luck?" Teresa asked without looking away from the screen.

"I haven't found this world's Drake Carter yet, no." Drake shifted his position on the chair, resting his hands on his knee. "But yeah, it is kinda weird how similar most of our costumes are. I mean, mine wasn't really my choice. I got it from SHIELD, so there's probably some meaning behind it that I don't know. Yours was homemade?"

"I made it myself," Teresa replied, with a hint of pride in her voice. "You're an agent of SHIELD?"

Drake laughed mirthlessly. "No," he said, "they wanted me to join, but I said I had to think about it. They gave me the costume anyway."

While this was happening, Ollie was digging through the cabinets for some sort of breakfast food. She devoured a few granola bars, pushed the assorted pastas aside, threw a bag of tortilla chips onto the counter behind her, and pulled out a bag that was clipped shut with a clothespin. Raising an eyebrow at the packaging, she tossed the clip aside, unrolled the bag, and looked inside.

"... _Oh_."

"Did you find the crickets?" Drake called from the living room, grinning.

She had. Ollie stared into the bag, and hundreds of roasted, caramel-coated cricket husks stared back.

"They're actually not half-bad," Drake continued. "Specs convinced me to try one earlier. You can barely taste anything weird past the caramel and salt. Oh. Hello, is there a 'Drake Carter' I can talk to…? No? Thank you, 'bye."

Teresa said, peered over at the crickets with a raised eyebrow. "That is completely disgusting!"

Ollie glanced up at Teresa, then at Drake. Carefully she reached into the bag, extracted a single cricket, and popped it into her mouth. "Ugh!" She stuck her tongue out, scraping the chewed-up insect off with a finger. "Terry's right."

" _Teresa!_ Stop calling me Terry!"

"I've had better bugs home-cooked!" She dropped the bag onto the counter, then looked up to see Teresa and Drake both staring at her oddly. "…Oh. Back home, Roadblock really likes chocolate-covered grasshoppers. They're pretty good, when you're in the mood for something different."

Teresa looked at Drake, who seemed satisfied with this explanation, then back at Ollie, who was now looking through the fridge. She raised an eyebrow at Drake, who didn't seem to notice as he entered another number into the phone. Then she intently scrutinized Ollie, who glanced away from her examination of a block of blue cheese to return the stare.

"You're both insane," Teresa finally said, focusing on the TV.

"Well then so is Specs," Ollie replied. A thought struck her. "Where is Specs, anyway?" She looked around. "Where's _everyone?_ "

* * *

 **Two Hours Ago**

Mary Jane, the Scarlet Spider, blinked her eyes open to find a pair of blue ones looking back at her. After puzzling at them for a second, she made out the face they belonged to.

"Have you been staring at me for a while?" she asked.

"I didn't want to wake you," Peter— _her_ Peter—admitted.

Scarlet smirked. "You're a regular Prince Charming." She sat up, looking around the room. The recliner next to their fold-out bed was partially covered by a blanket, dark purple hair protruding from the top and the toes of a pair of dark red boots poking out the bottom. "What time is it?"

"Too early."

"I was hoping for an actual time, Tiger."

"Sue me, MJ."

Rather than set about hiring a lawyer, Scarlet climbed off the bed and walked towards the kitchen. She stopped before reaching it as she saw the figure slumped over the counter. Specs, flanked on either side of him by a few open notebooks and a coffee mug that his fingertips were still sticking to, had his face pressed into a beat-up open paperback, his glasses askew and his eyes shut tightly. He was gasping and muttering incoherently, his frame occasionally racks by a twitch or odd tremble. Scarlet raised an eyebrow at the sight. Hesitantly he reached out a hand and touched his shoulder.

"Specs?"

" _AAAGGH!_ " He started violently, falling from his stool, taking the mug with him and splattering cold coffee over them both. " _AAGH! NO!_ " Shaking violently, he crabwalked away from her, the coffee mug still stuck to his fingers as he bumped into the cabinets and stared up at her, his pupils mere pinpricks and his breath coming in gasps.

"Woah! Woah! Specs!" Scarlet came forward, dropping to his level and looking into his eyes. "It's me! It's Scarlet Spider, from yesterday!"

Specs stared at her for a few seconds, his eyes wide as saucers. "…I know that," he said finally, his voice taking on a bit of a sheepish tone.

"Good. What happened?" Her own Peter had joined them, pulled out of bed by the screams and now peering over her shoulder.

Specs glanced between them. "Just a nightmare," he said finally. "Just…you know, the whole 'falling without a parachute' thing. I'm fine."

It was a lie, and an obvious one at that. A little voice in her head that Scarlet recognized as Peter's urged her not to pry. Specs' breathing had settled into deep, slow breaths, the back of his head had settled into a low, lingering hum, and gradually he wrapped his arms around his chest and groaned in pain.

"Ribs," he muttered between his teeth.

Scarlet helped him up before pulling one of the last apples out of the fruit bowl. "So," she said, biting into it. "What's going on today?"

Specs crossed to the coffeemaker tucked into the corner, turning the heating plate back on. " _I've_ gotta go talk to Doctor Strange, and then I've gotta run to the _Bugle_ for my next assignment. As for you and—um, him, you can check out the city, or maybe you could tag along to the Doc's."

"We don't have any street clothes," Peter said. "Why're you going to see one of the world's finest experts in surgery?"

Specs turned to look at him on his way to his bedroom. "Call him a polymath," he said casually. "He's branched out _just a bit_ from neuroscience. You won't need street clothes, trust me. I'm gonna go get my spare costume. Be right back."

He ducked into his bedroom, ducking back out again after a second with a red and black fabric bundle in his arms and locking the bathroom door behind him. Shucking his lab coat, he winced as he stared at the massive purplish-yellow bruises down each of his sides, telltale of broken ribs. Careful not to make any sudden movements, he put in a fresh pair of contacts, applied deodorant, and pulled on the shirt of the costume, the stiff fibers of the hem interlocking with those of the pants and ensuring they wouldn't come apart until he meant them to. Straightening the sleeves, he strapped on one web-shooter, than the other, which he had already fitted with a replacement nozzle. Pulling on the boots, he unlocked the bathroom door and grabbed the backpack from his bedroom.

"Where're you goin'?" mumbled the half-awake third Peter, who lay in his hammock with a blue hoodie draped over himself.

"Out," Specs said vaguely.

"…Out where?"

"Out _side._ Don't worry your little head about it, Blue."

He turned and walked back out into the main room, pushing cartridges into the pockets made by the elastic strap about his waist. When he looked up from that, it was to see the other two waiting for them. Scarlet had already pulled her mask on and was leaning against the counter casually, but her Peter still had his mask rolled up like a stocking cap and was pressing a headset into his ear.

"Could you give us your Gwen's number?" he asked.

Specs froze mid-step, his eyes widening. For a second he said nothing, and then he stammered, "Gwen?"

"Gwen. Gwen Stacy. Back home she's sort of like our Mission Control, lets us know when there's crime…what, you don't have a Gwen?"

Specs looked like a he had just seen a dog get kicked, but then he straightened himself a little. "Had," he said, making a beeline for the coffeemaker. "Past tense." He moved to pour himself a cup, then changed his mind and chugged directly from the pot.

There was a dead silence behind him as he reached the bottom of the batch. He set down the pot, grimacing and wiping coffee grounds off his lips. The other Peter's voice was hesitant. "What…what happened to her?"

Specs didn't turn around. "She saved my life." He took a deep breath, squeezing his eyes shut. Then he looked down at the coffeepot in his hand and set it on the counter next to the machine. "We should get going."

The mask was meticulously pulled on before he turned around, his eyes hidden behind the reflective silvery-black stolen from a pair of sunglasses. Scarlet's face was similarly unreadable behind her own mask, and her Peter was in the process of pulling his down to where it met his shirt collar mid-neck. Specs jogged past both of them, leading them to his bedroom window.

"Shoo," he muttered, waving away a few bees. He carefully stepped over the girl sleeping on his bed and pushed the window open, began to duck out, then looked at the red-and-blue version of him that was standing in the door. "Your Gwen's alright?" he asked. "She's okay?"

He nodded. "Yeah, she's fine. The Green Goblin came after her, but we managed to stop him."

Specs was silent for a moment, staring at him. When he finally spoke, his voice was smiling. "I think I'm gonna call you Lucky." Then he turned and jumped.

He landed on the edge of the roof six stories above and paused, staring down at the window and waiting for them. The newly-christened "Lucky" stared back. Putting a foot on the windowsill, he launched himself across the alley and stuck to the wall.

"…Calls me Lucky when he can jump like that…" he muttered as he began to climb. Scarlet stepped over Honeybee and leapt out after him.

* * *

Mary Jane, the Honeybee, was rather rudely woken up by the feeling of insect legs crawling across her face. When she cracked an eye open, it was to see a honeybee standing on her face just below her eye, its own compound eyes staring curiously at her. Realizing she was awake, the bee darted up into the air, hovering just above her and waving its antenna.

Honeybee smiled. "Good morning to you too," she said. Pushing the blankets off, she rolled out of bed and looked around. Her bees were scattered about, some drifting aimlessly in the air, some crawling across the walls or furniture, and a few of them—

"Hey!" Honeybee started to her feet, looking at the developing beehive in the corner above the door with an air of immense disapproval. "Stop that! This place isn't ours, you can't make a hive here!"

The bees drifted away from the structure, all looking at here and buzzing in seemingly random patterns.

"I don't care what it's from! You can sleep on the nightstand or something! Take that down!"

As the bees sulkily removed the hive from the wall and dropped it into her hand, a few others buzzed loudly behind her. Turning to face them, she saw them hovering around one of the three web-hammocks hanging from the ceiling. The body in that hammock was far taller than any of the other Spider-Men, and the upper half of his red-and-black costume had a blue hoodie draped over it like a blanket. He was stirring. One of the bees alighted on the hammock's framework, then panicked as it found itself stuck.

The Peter Parker opened his eyes after a few unsuccessful tries and stared at nothing for a second, and then his brow furrowed. "'Blue'?" he said confusedly, sitting up in the hammock.

"What?"

He looked at Honeybee as though he had only just noticed her, which was probably the case. "What? Oh. Uh, earlier Specs called me 'Blue.' Good morning."

Honeybee smiled, then walked to the hammock and busied herself extracting her bee from the strand it was stuck to. "It's a good nickname," she said as he climbed out of the hammock. "He's probably taking about that blue hoodie. This webbing is way stronger than my Spidey's back at home—ah! There we go." She released the bee, letting it fly up and rejoin the swarm.

Blue, for his part, looked down at his jacket before shrugging and pulling it on. "I like this hoodie," he said defensively. "I wear it every day."

"I'm not judging you," Honeybee said.

A cold breeze made her look toward the open window.

"Sorry. Just on edge after all these interdimensional shenanigans. Just when I thought that I was through with this sort of thing to boot." Blue said.

Honeybee turned away from the window.

"So, you want to go out?"

Blue tilted his head.

"I mean, some fresh air would us both some good, and I need to stretch my legs…and wings."

Blue's eyes went wide as saucers as he saw a set of human-sized bee wings attached to Honeybee's back suddenly extend.

"S-s-sure." he stammered.

* * *

 **Greenwich Village**

" _Aagh!_ "

Specs stumbled when he hit the ground, his leg buckling from the force, his hands clutching at his bandaged thigh, and his teeth gritted tightly. As he straightened up again, Lucky and Scarlet came to much smoother landings just behind him, and he glanced at them before pointing vaguely ahead of them.

"Steven Strange lives here?" Scarlet asked, looking up and down the block. It was largely filled with aged, four-story, vaguely Eastern Europe-style buildings of steel I-beams and bricks and slabs of concrete with large, plain windows. It had a charm to it, but only a fringe, hipster-ey charm.

"Correction," Specs said, raising a declarative finger as he walked forward. "Doctor Strange lives _here._ " He gestured grandly to the building they stood before.

It was on the corner of Bleecker and Sullivan Street, a reddish building of the sort that you might see anywhere. It was in a bad state of disrepair; the door was at the very corner of the street-facing walls at the bottom of a vertical line of windows, many of which were cracked and the rest of which were too filthy to see into. The foundation was slanted and cracked; the walls dotted with (actually quite creative) graffiti. The fire escape was coated in rust and sagged on its anchors, but that was okay, because the building looked like it had been deserted for at least a year.

Lucky stared up at it skeptically. "…Is your Dr. Strange one of those hippie types who's into spiritual healing or something?"

"He's really more into the occult." Specs' voice was grinning as he knocked smartly on the door.

"…Oh holy CRAP!"

From the point that Specs' knuckles had rapped on the door the building had transformed outward. It had shifted from four stories to three; the windows had all smartly repaired themselves and cleared, and the topmost one was a round pane set into the slanted roof of the tower-like section they now stood before. The general architecture now had a slight Asian influence to it; the fire escape had vanished entirely. Specs turned away from the door—now huge and ornate—to gauge the reactions of his companions as they gaped at the change.

"Yeah," he said finally, nodding, "it's pretty cool."

"Bu—" Scarlet looked around wildly, as though expecting to see a candid camera. "But— _how?!_ It just _changed,_ right in front of us!"

"Yeah, you have to be shown," Specs said, shrugging. He turned back to the door. "I don't know how it works. Magic makes no sense to me, but what can ya do. Come on, c'mon…" He stepped forward to knock again, but the door boomed open just before his knuckles connected and he jumped back, startled.

"Mr. Parker."

Specs stared at the bald, middle-aged man who stood just inside the enormous ornate door, coming out of a bow. "Ahhhhh…just Spider-Man, okay? I know you _know_ , Wong, but that's no reason to point it out at every opportunity."

Wong gave him a very small smile. "Doctor Strange is expecting you—"

"Great! I hate waiting rooms, _so_ depressing."

"—But you may need to wait a few minutes. He's currently busy with the fabric of reality."

"Oh hey! That's actually why I'm here. Just bus me in, will you, and I'll be out of your hair pretty quick." He glanced upwards at Wong's hairless scalp. "Figuratively, of course."

Wong's smile shrank a hair, to the point where one couldn't be sure if it was actually a smile, as he led Specs and the others into a hallway whose ceiling was higher than the roof outside had been. The wallpaper was a patterned red, although that was pretty hard to see past the picture frames covering almost every square inch of it. As the three of them glanced about at the inside of the hallway, Wong's shoes clacked against the dark wood floorboards as he walked away.

After a moment, the rapid-fire light thuds of Specs' thinly padded footfalls started after him, and after another moment the slightly heavier footsteps of Lucky and Scarlet followed hesitantly.

"You brought guests."

"What? Oh, yeah. Wong, this is, uh, me. From an alternate universe. I call him Lucky, and this is the MJ—she's this friend of mine—"

"I know who Mary Jane Watson is."

" _Well you really shouldn't,_ " Specs snapped at him. "He's in the Nexus, right? I know the rest of the way." With that, he rudely brushed past Wong and led his companions up two flights of stairs and down a hall.

"Specs," Scarlet said as they ascended, grabbing his shoulder tightly. He flinched away reflexively, stopping on the stair above them. "What is going on? You're acting like we should already _know_ , but Pe—Lucky and I have never had to deal with something like this back home yet. I mean— _magic?_ You're telling us magic's _real_ here too?"

Specs was silent for a second. He looked around for a moment before scratching the back of his neck. "I didn't _tell_ you that, you inferred. But yeah. Magic's existed since abooouut 1822."

He started up the stairs again, closely followed by Lucky and Scarlet.

"See, this Tibetan farmer was trying to reconcile mysticism with the recent discoveries of science—I don't know which discoveries exactly, I just read the Wikipedia page. His practices kind of…attracted? this cluster of realities to our universe, and they kind of latched on to Earth. It's all a bit weird. I don't know exactly what the hell happened, but the point is that those realities are _considerably_ less stable than ours. They don't really run on the same rules, and the areas _between_ them—well, all sorts of crazy shit can happen there. That's where magic's from. Actually, you can't really do magic outside of it unless you've got one of those Eyes of Whatever."

"This is all a bit hard to believe." By now, they had reached the top floor, and Specs strode down the hall as Lucky continued talking. "I mean, there were a bunch of realities just _drifting around_ before they latched onto this universe like a tick? That makes no sense. I mean, what would you even _call_ that?"

Specs reached a hand out and grasped the doorknob of an inconspicuous-looking door at the end of the hall. "We call it the Nexus," he said, and opened the door.

The other side of that door was a lot of things—practically infinite things, really—but inconspicuous was not one of them. It wasn't a room, exactly, either; the wall the door was set into stretched in either direction as far as the eye could see, and probably farther. The hardwood floor ended not far away from where he stood, only a path resembling a strip of red silk stretching beyond it and into an enormous expanse of barred gateways and color-bleeding holes in the air, and other assorted acid-trippiness. Specs hesitated for an instant before stepping onto the path, and it rippled in response to his lack of confidence; but then he took a deep breath and put his full weight on it, and it held him readily and solidly. Opening his eyes, he placed his other foot on the path and stood for a second before turning to the others.

"He's gonna be in here somewhere," he told them. "Uh, be careful with this path…thingy. You kind of have to believe it'll hold you before it can."

"Oh, _that's_ reassuring," Scarlet muttered.

"How could that possibly work?!" Lucky roared.

Specs shrugged. "I really don't know. I'm just going by what he told me last time I was here. Listen, I'll go and get him. You wait here for me, 'kay?" Without waiting for a response, he turned and began to jog down the path.

"Doc?" he called between his cupped hands, looking this way and that as he ran. An irregular flashing around a corner drew his attention, and he could feel rapid movements through the air in that direction. As he drew closer, the confused humming in his head steadied into a tingle of alertness, and he fired a webline at a Victorian-era lamppost floating in midair a ways up and to the left, using it to swing around the corner rather than walk a few meters farther.

"Show-off." Lucky muttered under his breath.

About five or six minutes later, Specs returned. He followed just behind a slightly gaunt, mustachioed man in an ankle-length, burgundy frock coat with popped lapels. Clasped around his neck was a large golden brooch resembling an eye, which darted back and forth to look at the two.

"Doctor Strange, I presume?" Lucky asked.

Strange smiled, extending a gloved hand to shake. "The same," he said as he stepped off the path and onto the wood floor. The golden eye closed silently. "I'm pleased to meet you, 'Lucky.' 'Scarlet.'"

Scarlet raised her hand.

"Did Specs fill you in on everything?"

"On your current situation, yes. I know the rest." Strange gently moved past them, the door opening of its own accord as he neared it. "Come. Let's talk in my study."

* * *

" _We built this city! We built this city on rock and roll—built this city!_ " Honeybee sang.

"Would you please not do that? You'll draw too much attention to us!"

Honeybee shot Blue a dirty look as the two explored the alternate New York City in all its bizarre glory.

"You think that the sight of a young woman flying under her own power won't draw attention?" she snarked.

"Point taken."

Just then, Honeybee's gaze shifted to the large mass of concrete surrounding Manhattan.

"Race you to the seawall!" she exclaimed.

By the time Blue had managed to reorient himself, his companion had already darted off towards the wall.

"It's on."

Blue made a rapid turnabout, fired a webline at a nearby building, and swung after Honeybee. His momentum built, and before he could make contact with the building, he fired off another line.

"Made it, ma! Top of the world!" he shouted at the top of his lungs.

* * *

"So, what's going on?" Lucky asked.

"Do you want the full story or the short version?" replied Doctor Strange, hanging his coat on a hatstand just beside the door.

"We've got time," said Specs, and immediately dodged a dope-slap.

Lucky gave him a look. "Short. Frankly, I'm surprised that magic is real here—"

"Don't be." Strange sat down on a red chair just beside the fireplace, which burst to life when the Eye flickered open momentarily. "It's just as real where you're from. Ask Jonathan Slattery, Phoebe Ashe, or Owen Burnett if you get the chance."

Lucky tilted his head.

"Now then, as to what's going on. Spider-Man—"

"Yeah?" said Lucky, at the same time as the shorter Spider-Man browsing the bookshelves turned slightly and said "Hmm?"

"I'm sorry. Specs." He paused, considering the nickname. "Specs as in 'Spectacular?'"

"Specs as in 'spectacles.'" He turned back to the paperback he had pulled of the shelf and began flipping through. "Really, they might as well call me Four-Eyes. Whatever. What were you saying?"

Doctor Strange held a fist to his mouth, suppressing an amused smile. "Right. Specs, you saw something in the bowls of OsCorp."

" _'Something,'_ that's specific." Specs turned to face them, leaning (slumping) against the bookshelf. "Yeah. OsCorp's physics department opened a portal to another reality, and on the other side was…Ungoliant? I don't know…" His voice had dropped in volume and lost its perpetually stressed undertone. "Doc, what was that? How did it know my name?"

"'That' was a Spider-Totem, like yourself. A particularly powerful one, perpetually ravenous, completely self-centered, with none of the moral fetters binding any of you three."

"Wait, go back." Scarlet leaned forward in the seat she had taken. "A 'Totem'? Like us?"

"A Spider-Totem, yes." The Eye of Agamotto had opened wide, and flickers and fragments of images danced through the minds of the present Spiders. "There are billions of them throughout the multiverse. Some are human, some not, some good or evil, but all avatars of the Master Weaver of Earth-000. And all connected by the Web of Life and Destiny."

"English, please. I don't speak mage jargon." Lucky interrupted.

The Eye rolled once and shut tightly. Strange sighed. "In layman's terms, you're all connected to some magic network that's like some multiversal spider web."

"What about Ollie and the other me?" Scarlet asked.

"Their connection is more tenuous. Miss Osnick drives her powers from the X-Gene, and Honeybee is obviously not a bearer of the Spider Totem. But yet they are part of the Web."

"But how did they—"

"It's complicated, and there are more important things to discuss. Listen." Strange stood up as Specs came a little closer and Scarlet leaned forward more.

"Across the multiverse, Spider-Men are engaged in a battle against a family of beings that would see you all destroyed. Totems of the Master Weaver are flying from strand to strand of its Web, jumping dimensions with reckless abandon. Their activities are, for a time, weakening the integrity of the multiverse."

"What?!" Specs cried. "Shit! What do we do?!"

" _Hopefully_ , nothing."

Specs tilted his head slightly as Lucky and Scarlet exchanged a glance.

"Our realities are on the outskirts of the Web," Strange continued; "the bulk of the War is taking place near the center. We're _affected,_ yes, but only structurally. It's extremely unlikely that either the Inheritors or the Spider-Army will approach this world, or any of the others. What _we_ need to worry about is…" he gestured towards Specs. "…Ungoliant."

* * *

"You did a pretty good job back there." Honeybee said.

"Yeah, but you still beat me." Blue replied.

The duo was currently perched on top of the seawall, looking out over the encroaching waters of the North Atlantic.

"Penny for your thoughts?"

Honeybee lightly bit down on her lip.

"It's just so…weird."

"What? The interdimensional shenanigans? This alternate New York City?"

"Both. I mean, how did we get here? Why were we brought here? And how do we go home?"

* * *

"What happened in OsCorp was an attempted invasion," said Doctor Strange as he pulled down a few books from the shelf and the hung in midair around him. "The radical scientists there realized that the walls between worlds are weakened, and they tried to exploit this to open a small portal to another reality." He pulled down the last book manually, flipping to an early page and pulling out a pen.

"That was _not small,_ " Specs protested.

"That was the _intent._ It just so happened that the world they managed to establish a resonance with was Earth-130115, the home of your…Ungoliant. Once she realized what was happening, the Dark Spider seized control of the portal, expanded it to suit her purposes, and began sending her children through. In the process she destabilized it, which is why it began attracting Spider-Totems from other universes."

"Why did it try to invade, anyway?"

"If I were to hazard a guess, I would say that she wants to expand her territory. Your actions forced her to retreat for a time, Specs, but she will be back, and I doubt she'll be happy with you."

Specs looked very, very small. A noise between a groan and a squeak escaped his mouth.

"Well," said Scarlet as she stood up, "let's not keep her waiting. Let's go get 'er, and then go home!"

"What." said Strange, disbelief dripping from his voice.

"What?!" squawked Specs, panic dripping from his.

"Yeah, why not?" Scarlet pointed in the general direction of the door to the Nexus. "I mean, Specs said that was the space between realities, right? The one with Ungoliant must be out there _somewhere,_ and so is ours. Maybe farther away than what you usually deal with, but—"

"It doesn't work like that," said Strange.

"Why not?" asked Lucky. "Makes sense to me."

"We can't reach them."

"What," said Specs with folded arms, "are those universes, like, years and years away or something?"

"No," Strange said. "They're not out there _at all._ "

There was a few seconds of silence before Specs cleared his throat. "…You gonna… _explain_ that?"

Strange took a deep breath. "The Nexus is the result of those specific worlds connected with ours. The areas beyond them are inaccessible to us."

"Why?" interrupted Lucky. "Specs described them as whole other universes. It doesn't make any sense that they're exclusive from the rest of the multiverse."

"And even if they are, the Nexus itself proves there's the possibility of reaching beyond them!"

Strange, who had lowered his face into his hand for the last ten seconds, held both of his hands in front of him. "No no, no! Listen to me!"

Dead silence.

"We're listening," said Scarlet.

Strange took a deep breath, blowing it out through his nose. Waving one hand vaguely, he began, "Imagine…a soap bubble…with smaller soap bubbles stuck to it. Our universe is something like that. The _main_ bubble still ends at that door, but the smaller bubbles are still part of it. Those realities _I_ deal with are still technically part of our world. _Your_ world…is not. And neither is Ungoliant's. Do you understand?"

"I see," said Scarlet slowly as Lucky nodded. Specs was still stoking his chin as though he had a beard.

"Maybe we need a redefinition of terms," he said finally. "How about…"

He made a vague gesture towards the door.

"…Realities…" He pointed at Lucky and Scarlet. "…Iterations. That work?"

"Works for me," said Scarlet.

"It'll do," Lucky agreed. He turned towards Strange. "So how _do_ we get back?"

"You'll have to wait for Ungoliant to make a move," Strange said, sitting back down. "And hope she doesn't try reaching out for help."

Specs cringed a little at that last statement.

Strange shrugged. "I'm sorry I can't be of more help to you. The Eye of Agamotto wouldn't work in other 'iterations'—"

"No need to apologize, Doctor. You've been a big help."

"Thank you, Lucky. And when you return to your home iteration, check up with my counterpart there." The Eye around his neck suddenly opened, and he stood immediately. "Now. I have to get back to my work." He strode towards the door as his coat pulled itself off its hanger.

"Lucky, Scarlet, it was nice to meet you. Specs, you know the way out. I'm sorry to have to shoo you out like this, but this could get hairy." He slipped into the coat and paused to straighten his gloves dramatically. Then the door opened of its own accord and boomed shut behind him.

"Nice to see you again too, Doc!" Specs called after him. "You're as good at the dramatics as ever!" He sighed and hopped up to the skylight, opening a pane of it and climbing out onto the roof. Lucky and Scarlet joined him a few seconds later.

"So," said Scarlet, "what do we do now?"

Specs' mask was stretched oddly: he had pushed the eyepieces up a few inches and was now rubbing his eyes through the fabric. "I gotta run home and grab some clothes," he said as he straightened his mask again. "And then I'm off to the _Bugle_. You two can…I dunno, explore the city. Be careful in the Narrows—"

"The what?"

"Upper Bronx. The place is half-flooded, falling apart, _crawling_ with gangsters, thugs, genetically mutated freaks—we're right at home in that regard, but still. If you see a walking corpse—you won't, but if you do— _kill it._ I know we've got rules against that, but it's already dead. All it can do is kill. Destroy the brain, do _not_ let it bite you, and leave it somewhere a cop on patrol will find it."

He fired a webline at the top of the nearest building.

"Okay, can't think of anything else you _need_ to know—oh! Drop by the Black Cat Club if you see it and tell Felicia I said hi. Just go in through the top window, she's got a silent alarm. She'll be up in a minute. Aaaannd that's about it. Try not to end up in any newspapers, but I guess that's really more my problem. Have fun! Be home by ten!"

And with that, he pulled hard on the webline, zipping skyward and vaulting out of sight.

* * *

 **Notes from Courier:**

 **Jonathan Slattery is Liquidator from _Inhumanoids_. In Earth-H, he's a sorcerer as well as a chemist.**

 **Phoebe Ashe is Rapture from _Jem_. Unlike her original cartoon version, who was a con woman, the Earth-H version is a bona fide sorcerer.**

 **Owen Burnett is from _Gargoyles_. He's Xanatos's main lackey, and he's secretly Puck, a member of the "Third Race" and a notable trickster. This applies to the original show and to Earth-H.**

 **Notes from Brackets:**

 **So, yeah. Her nickname's Ungoliant, a reference to _The Silmarillion._ Guess this means I don't have to mail out any no-prizes, but don't worry, Rider Paladin, there was nothing in the envelope anyway.**


	5. Chapter 5

Drake was skimming an errant newspaper when he heard somebody come in through a window. "That you, Specs?" he called without turning around.

"No," came the reply through the bedroom door, "it's a pigeon. That's been genetically engineered to talk. Of course it's me."

"Just checking. For all I knew, could've been a pigeon that _wasn't_ genetically engineered to talk. So, what brings you back?"

"Work. I need to head to the _Bugle_ , and that means putting on the old street clothes." The answer was punctuated by a loud rumble. "… _And_ I haven't eaten yet today. So I should probably do that."

"Go ahead. Although while you're here, can I ask you a question?"

The door to Specs' room opened, and he walked out in jeans and an unbuttoned dress shirt, additional clothing draped over one arm. "Fire away."

"What're these 'radical scientists' that keep popping up in the paper?"

Specs bit his lip, buttoning the shirt with one hand as he walked towards Drake. "How do I put this…basically, they're what you guys would probably call mad scientists. There're a lot of them around here, and they're varying degrees of both genius and crazy. I'm one of the…more cautious ones."

"I kind of guessed that already," Drake replied. He turned to look at Specs as he walked into the kitchen, pulling a V-neck sweater on over the dress shirt, and pulled a carton of eggs and a jug of milk out of the fridge. "I mean, most people don't go brewing up chemicals in their own home, and you'd have to be kind of nuts to come up with your little web launching gadgets."

"Yeah, I guess." Specs started cracking eggs into a bowl. After four eggs, he turned halfway to look at Drake. "So how'd you get yours? And what formula do you use for the webbing?"

"Um, I don't know the formula." Drake glanced at his wrist, but there was no web-shooter there—he had taken them off with the gloves when he had rolled up his sleeves. "My friend Wesley made the web-shooters with some parts he lifted from his dad's workplace. He makes the webbing."

" _Wesley?_ " Specs laughed. "What kinda name is that?"

"The name of a kid whose parents are total _Star Trek_ nerds. Think you've got enough eggs there?"

Specs looked down into the bowl, where six egg yolks were pressed against each other. He looked back up at Drake, setting down the eggshells in his hands. "No." He cracked a final egg into the bowl. " _Now_ I've got enough." Plucking a whisk from the drawer beneath him, he poured milk into the bowl for a few seconds as he beat the mixture thoroughly. " _Star Trek…_ isn't that a book series?"

"It's a science fiction TV show. I'm surprised you don't have it."

Specs shrugged. "I would've been surprised if we did." He poured the egg-milk mixture into a pan on the stove and crossed over to the pantry, which he began rummaging through. "Actually, I'm a little surprised all of us share a language. Have you eaten anything yet?"

Drake's stomach, of course, chose that time to growl. "No, not yet. I've only been up like fifteen minutes."

"Well you can't have any of my scrambled eggs." He tossed a bag of off-brand cereal behind him and it landed on the island counter. "There are some bowls in the cupboard over there. You know what cereal is, right?"

"Yeah." Drake pulled a bowl from said cupboard and set it on the island. "I even know how to _pour it._ " He demonstrated, pouring a bowl of cereal while looking Specs dead in the eyes.

"Well _done_. You clearly come from a _civilized_ iteration. You wanna _really_ impress me, you'll pour the milk, too. Cricket?"

"…What? Cricke—" the last syllable was cut off as Drake got a look at the contents of the bag that Specs was offering him. He recoiled a little, his eyebrows shooting up. "—What the hell?!"

"What?"

"Crickets?!" Drake looked from the bag to the one holding it. "You eat—people here eat crickets? Why?"

"They're cheap, a good source of protein, and far more palatable than mycoprotein or krill." Specs' lips were pinched together, as though he was trying not to smile. "Sure you don't want any?" He shook the bag slightly. "Carmel coated."

"No."

" _Nooooo_ preservatives."

" _No._ "

"Whatever." Specs turned the opening of the bag back towards himself, pulling out a cricket and popping it into his mouth. Drake shuddered, turning away.

"Well, unless you count this thing," Specs continued, pulling out a small packet labelled OXYGEN REMOVER—DO NOT EAT. "You know what's in these? Iron filings. See, the way it works is the pure iron reacts with the oxygen in the bag to form iron oxide—y'know, rust—and thus traps the—"

"Your eggs are burning."

"— _Schemckel shlock!_ " Specs dove towards the pan, snatching a spatula out of a drawer and stirring the egg mixture. As it lumped up, Specs winced at the black specks that became visible and the smell of smoke.

Neither spoke for a few minutes, as Specs finished his now-burnt scrambled eggs and ate the entire batch in under a minute. Setting the pan in the sink, he rolled up the sleeves of his sweater and dress shirt before grabbing a knee-length coat and a satchel from his bedroom. "Drake, can I trust you, Terr—sorry, Teresa, and Ollie to hold down the fort for a little while?"

"Yeah, sure. We'll try not to throw a party while you're out."

"Do or do not. There is no try."

"So you don't have _Star Trek,_ but you have _Star_ _ **Wars**_?"

"The hell is _Star Wars?_ I was quoting _The Physician's Apprentice._ Fantastic movie, I'll show you when I get back." The last word was almost cut off by the door clicking shut as he left.

Drake scratched his neck. He looked down at himself briefly, adjusting his costume's shirt, before glancing around the kitchen. By chance and quite unfortunately, his eyes landed on the open bag of crickets on the counter, and he squinted at it, considering.

He picked up the bag. Staring into it for a few seconds, he weighed the decision in his mind, and eventually decided if he didn't he'd wonder for the rest of his life. Carefully, one hand reached into the bag, and when it came back out a single cricket was pinched between thumb and forefinger. He hesitated, then popped it into his mouth.

It crunched between his teeth. He chewed on it, rolling it back and forth on his tongue before swallowing. Considering for a second, he finally made a thoughtful "Hm."

The door opened sharply behind him, and thinly-padded footsteps made a beeline towards Specs' room. "You forgot your shoes," Drake said without turning around.

"I forgot my shoes," Specs' voice confirmed without breaking stride. They lingered in his room for a second before striding back towards the door, each footfall far louder. The door slammed.

* * *

"So, you want to go get something to eat?" Honeybee asked as she and Blue entered the seawall's observation area.

No response.

"Blue? Hello? Anybody home?"

Just then, a trio of punks that had just been standing there approached the duo.

"Hey, bud." one them said, his voice carrying a smarmy, almost sleazy tone.

"What do you want?" Blue snapped.

"Just a little donation for the sick orphans' fund. C'mon, don't be shy. Fork over the dough."

"We didn't bring any cash—"

Blue walked up to the punk.

"You want know something?" he hissed.

"Enlighten us, comrade." the punk sneered.

At that moment, Blue threw a haymaker punch at the ne'er-do-well and sent him flying backwards.

" _Ebat_!" one of the other punks exclaimed.

Honeybee gulped as several pairs of eyes focused on her and Blue.

"Anybody else want to try something?" the latter asked.

There was a cowed silence from the crowd.

"Thought not."

* * *

Sweat dripped into her eye as she ran. Blinking hard at the burning sensation, she wiped at her brow for an instant. Her feet pounded on the treadmill beneath her, her lungs expanded in slow, even breaths, and above it all:

" _From the depths of Hell in silence/ Cast their spells, explosive violence/ Russian nighttime, flight perfected/ Flawless vision, undetected!_ "

Felicia Hardy smiled as the main part of the song began.

 _"PUSHING ON AND ON, THE PLANES ARE GOING STRONG—AIR FORCE'S NUMBER ONE! SOMEWHERE DOWN BELOW, THEY'RE LOOKING FOR THEIR FOE—BOMBERS ON THE RUN. YOU CAN'T HIDE, CAN'T MOVE, CAN'T—"_

Just then, she heard a buzzing sound.

"Damn it, Deacon!" she snarled into the intercom, stepping off the treadmill. "What have I told you about interrupting me in the middle of a workout?!"

" _Well, excuuuuuse me, Miss Hardy! Maybe next time the silent alarm on the skylight over your room goes off, we'll just assume it's a little lost pigeon, or a seagull, or some exotic bird that escaped a Black Lotus shipment!"_

Felicia sighed, checking her pulse with two fingers. "You said it was on the skylight over my room?"

" _You deaf, boss?"_

"Deacon, just shut up. We've got guests."

"Looks like someone's got a subscription to Architectural Digest." Scarlet snarked.

"MJ, calm down. Remember this isn't the Black Cat we know and loathe. I mean, can you see ours settling down and opening up a club?"

Scarlet returned to scanning Black Cat's bedroom. Beneath the duo's feet was a hardwood floor, probably walnut. The main items of furniture were a four-poster bed, a set of antique armchairs, a bureau, and a nightstand.

"Well, it doesn't look like anyone's home right now. Guess Specs was wr—"

The doors swung open.

"I'm home." a woman's voice crooned.

"F-F-Felicia Hardy, I presume?" Lucky stammered.

Scarlet eyed this alternate Felicia. She had a similar figure to the one back home, albeit slightly less toned and with some small scars on her face. The main difference was the hair— instead of the platinum blonde locks of the one back home, this Felicia had black hair going down to her shoulders.

"This is she. Now, who are you two?'

Lucky gulped.

"Spider-Man."

Felicia cracked a smile.

"Nice try. Come back when you're about four inches shorter."

"I'm being serious here. I am Spider-Man. One from another universe—"

The smile vanished.

"Ooookay. I think this has gone long enough. If I were you, I'd be going shortly."

"I can explain this! It won't make any sense, but I can explain!"

Felicia grabbed a walkie-talkie.

"Deacon, come up to my room. I've got some unwelcome guests that need escorting."

" _Gimme ten to fifteen minutes to tend to Mister Gooseman and his gal pal down here on the fourth floor._ "

Felicia turned off the walkie-talkie.

"Well, guess I'm going to have to do this myself." she grumbled.

Just then, her cellphone went off.

"Hello?"

" _Hey there, Cat. How's everything going?"_

Felicia smiled at the familiar voice, but her smile shrank almost immediately. "I've got two people dressed up like you in my boudoir. How do you think everything's going?"

" _Oh, wow, that was fast. I was trying to call ahead. Okay, listen. The guy in the red and blue? He's me. Well, an alternate iteration of me."_

"And the girl?"

" _She's his girlfriend. Call 'em Lucky and Scarlet, respectively. Now I've got to go. See you around next time I'm in the neighborhood_."

"And when will that be?"

The voice on the other end of the line hesitated at her tone. "… _I don't know, next time I do a Narrows run? Listen, I'm headed to work. I'd love to awkwardly ignore five solid minutes of your flirting, but I really gotta go._ "

Felicia sighed. "Alright. Go enjoy your stupid desk job or whatever it is you do. Cheerio, my deario."

A quiet chuckle. " _See ya around, Mehitabel._ " The line went dead.

Felicia sighed again and then grabbed her walkie-talkie.

"Never mind, Deacon. I've got everything under control."

" _Good to know. Ciao."_

Felicia set her walkie-talkie down again.

"Sorry about that. How can I make it up to you two?"

"Info would be nice." Lucky replied.

"You just want info? I can give you both a good time—"

"We're an item, Cat." Scarlet hissed.

Felicia leaned back, raising her hands but with narrowed eyes.

"Sorry. Scarlet here really hates the Black Cat of our universe."

Felicia's expression eased up.

"Apology accepted. Now, you said you wanted info."

Lucky nodded.

"I assume you want some info on the Narrows."

"Specs—"

"Who's 'Specs'?"

"The Spider-Man of this universe. Anyways, he said the place was crawling with gangsters, thugs, and genetically mutated freaks. Care to elaborate?"

Felicia walked over to a wet bar on the other side of the room and returned with a glass of _marllienschnaps_.

"Let's start with the gangs. The big players are the Corsairs, the Black Lotus, the Eisensterne, and the Goblins. You want to hear more?"

"What do you think?"

"Very well. Let's start with the Corsairs. They're primarily smugglers and pirates. And by pirates, they're what you'd get if you mixed classic movie pirates with Prohibition rumrunners, your garden-variety gangbanger, and actual historical pirates. Their biggest rival is the Black Lotus."

"Who're they?" Scarlet asked.

"They're a bunch of ex-Yakuza and Triads who decided to form their own syndicate. They're bad hombres— they do gambling, extortion, drugs, human trafficking, prostitution, and gunrunning. Right now, they're at war with the Corsairs. Or as they call them, the 'Jolly Rogers'. Any other questions?"

"Who're the Goblins?" Lucky asked.

Felicia nearly choked on her drink.

"They're a thrill gang made out of the Green Goblin's old goons. They don't give a damn if they live or die—hell, at the rate things are going, they'll be lucky if they still exist by the end of the month thanks to their little war with the Corsairs and the Black Lotus. They're vicious, sadistic, and just plain sick."

"And the Eisensterne?"

"They're a go-gang with a hard-on for Germany. And I don't mean they're neo-Nazis. If anything, they're in love with the Kaiserreich and earlier. I mean, they call their foot soldiers 'Landsknechts' for crying out loud. As for major activities, they do street racing and some arms dealing on the side. Any other questions?"

Lucky shook his head.

"Let's go take these guys on." Scarlet growled.

"Which ones?" Lucky asked.

"The Goblins."

* * *

 **Oooo, that's not gonna end well.**

 **Notes from Courier:**

 **-The "Mr. Gooseman and his gal pal" that get mentioned by Deacon are a nod to Shane Gooseman and Niko from _Adventures of the Galaxy Rangers._ It's sort of a tribute to Red Witch, who's one of the most prolific writers in that fandom.**

 **Notes from Brackets:**

 **- _The Physician's Apprentice_ doesn't actually exist that I know of. In-universe, it's this black and white movie taking place in 1330s Germany, about a plague doctor and his assistant.**

 **-The song Felicia's listening to is "Night Witches" by Sabaton. The 588th Night Bomber Regiment was an all-female Soviet bomber regiment, which is one of the most awesome things I've ever learned through song. In Earth-61610, they dropped one of the _seven_ nuclear bombs used in WW2.**

 **-"Cheerio, my deario" is a reference to Mehitabel, the cat from Don Marquis' free-verse poetry. This is almost certainly not the first time Felicia's quoted the character, hence Specs having taken the time to look up the reference.**


	6. Chapter 6

Spiders have clear blood, blue when oxygenated. Not many know that, because there's usually so little to see, but now it was soaked into the sheets of crudely woven silk and dripped down into the dirt beneath a starless night in a barren world. Her children had managed to stop the bleeding. Two black, hairy stumps where her front legs _should have been_ were wrapped in webbing. The pain had settled into a burning sensation, nothing next to the burning in her head.

 _SPIDER-MAN?_ The name tore across the minds of her children, who skittered and darted away from her. _HE CALLS HIMSELF A MAN AT SIXTEEN? PARKER THINKS HE HAS THE RIGHT TO STEAL MY VICTORY, MY_ _ **DELIVERENCE?**_

She stopped crawling, eyeing an enormous skeleton half-buried in dust. The rib cage curled up from an enormous, carapace-like slab of bone, and it was as big as she was. All at once she seized a rib in her pedipalps, clamped her mandibles around it, and snapped it in half with a sickening _crack._

 _HE THINKS HE CAN DO AS HE LIKES JUST BECAUSE HIS NAME IS **PETER**_ _ **PARKER!**_ _ **I LIVED FOR THOUSANDS OF YEARS BEFORE HE WAS BORN!**_ Half the rib hurtled across the landscape and rolled to a stop. _THAT WORLD IS **MINE TO TAKE!**_

She paused for a moment.

 _PARKER SHALL **PAY** FOR WHAT HE HAS DONE. I CANNOT STRIKE HIM NOW, BUT I **CAN** BRING IN REINFORCEMENTS FROM OTHER WORLDS. PERHAPS I CAN CREATE MYSELF A BACK DOOR INTO THOSE WORLDS AS WELL..._

* * *

 **Earth-H: Outskirts of Höllenfeur, Utah Territory—1885**

"Energon! We've found the mother lode! Blackarachnia, Waspinator—get to work, you lazy bums!"

The two Predacons stared at their cohort.

"Tarantulas, it's two in the morning and we've been here for three days. _You_ get to work." Blackarachnia snapped.

"Wazzpinator agrees! Would greatly enjoy seeing energon blow up in Tarantulas' face for change!"

The Predacon mad scientist twitched.

"Boss, what's going on?"

"Quiet, Blackarachnia! I'm detecting some kind of anomaly in time and space, and it's right above—"

Just then, a violet portal in the sky sucked up both Tarantulas and Blackarachnia.

"Oh slag! Wazzpinator is getting out of this!"

The hapless Predacon made it about a quarter-mile before he got sucked up.

* * *

 **Earth-SG; New York City, Present Day**

"Arachnolord, come out with your hands up!"

From his lair above the streets, the Infamous Arachnolord watched as the police began to break down the door of his current base.

"Stacy, I'm going to kill you for this! Nobody betrays me and lives to tell about it—"

Just then, a violet portal sucked him up.

* * *

 **Earth-130115:**

 _WELCOME TO MY DOMAIN, SPIDERS AND WASP._

Her new "guests" looked around their surroundings in shock.

"Who are you and what do you want?" Arachnolord snarled.

 _I HAVE NO NAME. AS FOR WHAT I WANT...YOUR ASSISTANCE IN THE COMING DAYS WILL SUFFICE._

"Wazzpinator not interested!" He had barely closed his mouth when a pedipalp descended like a bolt of lightning, and the ground just to the right of Waspinator shattered under the blow.

 _ **SILENCE!**_ _YOU WILL DO AS I SAY! MY CHILDREN AND I HAVE EATEN METAL BEFORE, YOU THINK WE ARE ABOVE_ DOING IT AGAIN?!

Waspinator reluctantly shook his head. "...No. I mean yezz, mizz. I mean-"

"Care to explain what's going on?" Blackarachnia asked.

 _BARRING **THAT** INCOMPETENT, FOUR-LEGGED EXCUSE FOR A WASP, YOU ARE ALL SPIDER-TOTEMS—ENTITIES CONNECTED TO THE WEB OF LIFE AND DESTINY. YOU NOW STAND IN THE REMAINS OF MY DOMAIN, AND A NEW ONE AWAITS JUST BEYOND THE BORDER BETWEEN WORLDS._ She paused, staring down at the assembled company.

 _I_ ** _WANT_** _IT. I WILL **HAVE** IT. AND ALL THAT STANDS IN MY WAY IS THE SPIDER-TOTEM THAT HAS CLAIMED IT._ It was that exact instant that another drop of bluish blood dripped into the ground before the Predicons, drawing their attention to the bandaged stumps. **_ELIMINATE HIM._** _TEAR HIS FLESH FROM HIS BONES AND SCATTER HIS BLOOD ACROSS THE OCEANS. DO THIS...AND YOU MAY SHARE WITH ME THIS NEW WORLD. WHAT DO YOU SAY?_

Arachnolord scratched his chin in contemplation.

"Deal."

"Deal." Tarantulas added.

"Deal." Blackarachnia affirmed.

"Does Wazzpinator have any choice?"

* * *

 **Earth-61610:**

"Looks like we've got an early riser here."

Teresa blinked, staring at the ceiling. She turned her head and saw Drake sitting next to her.

"How long have you been here?"

"As long as you have."

"Let me rephrase that. How long have you been sitting next to me?"

"Five, maybe ten minutes."

"Why?"

Drake sighed.

"You started thrashing in your sleep. Was it a nightmare or something?"

Teresa bit her lip.

"There was this giant spider. It—actually, I think it was a she. She was missing her front legs and she opened more of those portal things, like she was getting backup or something. There was an evil Spider-Man and a trio of robots— one of them was a wasp, but the other two were definitely spiders."

Drake tilted his head.

"You think I'm crazy, don't you?"

"Maybe."

Teresa sighed.

"Well, time to see what's on the airwaves around here."

She grabbed a remote control and began to surf the channels.

"— _Mad science and you—_ "

"— _Particulate advisory is in effect for Boston, Providence, New Haven—"_

"— _No guts, no glory! No pain, no gain! One for—_ "

"— _Slices, dices, and makes julienne fries—_ "

Teresa finally settled on what looked like the opening credits of a low-budget '80s action movie.

" _Hyperbolic Vanguard Corps_? Who comes up with names like that?" Drake asked upon seeing the title.

"It's mid-morning, I'm bored, and we've got nothing better to do. It's worth a watch." Teresa replied.

"Riiight. I'll just do something more productive. Would you kindly hand me that phone book?"

Teresa lifted the hefty tome off the floor and handed it to her cohort.

"What're you going to do with it?"

"I'm going to make a few calls. See if I can't find this universe's versions of us."

Teresa sighed again as she settled into the chair and watched as the film began.

"Good luck. You're going to need it."

* * *

 **An Hour Later**

"Yes, I'm looking for a 'Drake Carter'. You found him? Put him through—"

" _Hello, this is Drake Carter. Can I interest you in some aluminum siding?_ "

Drake hung up.

"Well, that answers that question." he muttered.

Teresa rolled her eyes, while Ollie was currently eating a chunk of French bread and a quarter of a block of cheese.

"So now what?" the former asked.

"Well, we're pretty much stuck here. Maybe we can see if we can stream or download a movie." Ollie suggested

Teresa fiddled with the remote, and soon the trio was staring at Specs's digital movie library.

" _Doctor Faustus…The Physician's Apprentice_ … _Invasion of the Zetans…The Queen of Crete- The Complete First Season…The Modern Prometheus_ —okay, I wasn't expecting to see _Jurassic Park_ in this universe." she said.

"Must be one of those things that's constant throughout universes. It's like what that guy from _Babylon 5_ said about every race having its own version of Swedish meatballs."

Teresa and Ollie both shot Drake a confused look.

"It's a TV show—"

"We know what it is." Teresa and Ollie replied in unison.

* * *

The commute to the Flatiron Building took twenty minutes. He would've skipped the whole route and roof-hopped, but it felt good to spend some time outside of the costume and away from what came with it. Not that he was completely free once he swapped the tights and backpack for the longcoat and satchel—he found himself putting some distance between himself and other people, anxiety and a barely-there hum in the back of his head as he neared or passed them—but it was something he needed from time to time. Gwen had told him a while back that sometimes he had to go remind himself what _normal_ was.

So he had walked. Taken the subway, too, although the unpleasant humming in his head insisted that that had been a bad idea. And now Specs leaned against the back wall of the elevator of the _Daily Bugle_ building, hands in his pockets as he watched the number above the door slowly tick up to 21.

At last the cramped metal box dinged, and Specs was out the door before they had finished opening. Elevators. Another bad idea. He always forgot just how _enclosed_ those things were, how little room he had to move and how easy it would be to become cornered in one, unable to escape. He was not, as he had repeatedly insisted to Gwen, claustrophobic. He just needed room to move, and not having it made him uncomfortable. Whatever. He dodged and wove through the chaos of the Daily Bugle offices on the balls of his feet, the tingling in his head rising and falling chaotically as he moved, and knocked smartly on the door labelled RITA CONWAY—EDITOR.

"Come in."

He did, removing his coat as he closed the door with his foot. Two women looked up at him—a thirty-five-year-old African American woman with her hair up sat behind the desk, and a girl of maybe seventeen leaned over it. She gave Specs a tight-lipped, deliberately condescending smile.

"Peter," said the older woman behind the desk, sweeping a finger across the touch screen embedded in it. "You're earlier than usual."

"Good morning, Ms. Conway," Specs replied, stepping forward and adjusting his satchel's strap. "Yeah, I managed to avoid the Bermuda Subway Station this time. Do you have any open assignments?"

"Assignments?" repeated the younger woman. "You've got some catching up to do, Parker."

Specs raised an eyebrow. "Catching up? To _you,_ Julie? I didn't realize that progress had started going backwards. What're tho—" the last word caught in his throat as he realized.

Conway pulled two fingers across the touch screen, rotating the image 180 degrees to let Specs see. The OsCorp Tower, resembling a knife as it stabbed into the sky, blacked out save for a bolt of violet that illuminated six lines of silk.

Specs' shoulders slumped as he sighed. Julie was looking at him out of the corner of her eye as she hid a smirk, pulling the photo offscreen to be replaced with another. This one showed eight colorful figures stepping out of the building, as well as the frontmost ranks of the mob that had met them there. "This was OsCorp last night," Julie said. "You weren't there?"

Specs rubbed at his eyes. "No," he sighed, "I wasn't."

"I know. I was," Julie grinned.

Specs slowly turned to glare daggers at her. Conway stood up slowly, giving both a warning look, but he barely noticed and Julie stood up a little straighter, smugly.

All at once, Specs' face cleared and he raised his eyebrows in mock-surprise. "Oh, _you_ took these? That explains why they're all underexposed."

Julie's grin vanished. "Ex _cuse_ me? They're only underexposed compared to _your_ work, Mr. I-Always-Leave-the-Flash-On! _And,_ you'll notice, they're sharper than anything that crushed soda can of yours can take."

"Oh, yeah, until you try to take a picture bigger than a postage stamp! _My_ shots are big enough for a computer wallpaper—"

"Parker! Masters! What's my rule?" Conway interrupted, leaning on one hand. "If you're gonna spit acid, do it outside!"

They both looked at her, stepping away from each other, as she sat back down. "Sorry, Peter, there was an exhibition at the Public Library today, but Robbie already assigned someone else to that. You're out of luck."

"I usually am," Specs commented, pushing his hands into his pockets. "You have my number if something comes up, right?"

"On speed-dial. You fixed your camera?"

"No, I was gonna memorize an image and describe it to a sketch artist— _yes,_ I fixed my camera." He pulled an extensively modified OsPhone out of his pocket and pulled off the device clipped to the back. It was a circular machine, about the diameter of a soda can and about a centimeter thick. Composed of several rings of metal, a closed black lens aperture was set in the center. He opened up the camera app on his phone and the aperture on the device opened, revealing a large bead of water in a membrane. He zoomed in on his phone and two of the metal rings turned a little with the buzzing of motors, shrinking the bead and making it bulge outward, before he turned towards Julie and snapped two pictures of her unimpressed face.

"Very nice. I'll call you." Conway dragged Julie's photos into an email. "Julie, I'll pass these two along to Jameson. Your standard rate?"

"Yes, ma'am. Thank you." Julie pulled her camera off the recessed metal plate outlining the screen, and the photos Conway hadn't selected vanished.

"Excellent. Have a nice day, you two." That was the most definite goodbye Conway usually gave, so Specs grabbed his coat and held the door open for Julie. They both set out for the elevator, or in Specs' case the stairwell next to it, in silence when Specs grabbed the back of Julie's jacket and pulled her back just before they reached the end of the cubicles.

" _WHERE'S URICH?!_ " J. Jonah Jameson stormed past without noticing them. "WHY THE _FUCK_ IS THE ONLY COMPETENT WRITER ON MY STAFF NOT AT HIS DESK?! WE'VE GOT THE BIGGEST STORY IN WEEKS HERE! We thought two Spider-Assholes was bad? WELL NOW THERE'S EIGHT! _THINK_ OF THE PROPERTY DAMAGE!" He turned into the next row of cubicles, and both photographers relaxed, Julie waving away the smell of cigar smoke. "… _LEEDS! You'd better have something for me or I swear to fucking Christ WHAT THE HELL IS THIS?_ " Julie peeked over the top of the cubicles, watching Jameson alternate between reading the document on Ned Leeds' screen and scream at him. His back was turned.

"Whew," Julie said quietly, dropping back down below the wall. "Nice save there, Parker." Specs said nothing. "…Parker?"

By chance, his eyes had landed on a framed front page hung on the opposite wall. The headline screamed SHE'S BACK in bold letters, but he was staring at the photo below it. It had been his work, even though (by his own request) the caption beneath credited the late Phil Sheldon, and it showed a teenage girl, hunched over and holding a gash in her arm, not quite silhouetted by the fire behind her. She was outfitted head to toe in a skintight costume of white, black, and red with a hood pulled up over a full-face mask. One off-red eyepiece reflected the crowd in front of her, but the other was missing, and the bright blue eye behind it was staring directly at the photographer and smiling.

Julie looked from the photo to Specs. "Oh, I see," she said wryly. " _Somebody's_ still got a crush."

"Still in love," Specs corrected without looking away from the photo. His words were quiet, his eyes distant.

"Yeeeaaaahhh…That's creepy, Parker. It's not healthy to be in love with a dead girl." She glanced at Jameson again, then started for the elevators again. "I mean, she was pretty cool, but, y'know, she's gone. Life's gotta go on."

Specs squeezed his eyes shut for a few seconds. "Yeah," he breathed, his hands in his pockets. "Yeah, I know." He looked down, if for no other reason than because looking at the picture had begun to hurt, and then the tingling in the back of his head jumped, and he jumped with it.

The man in the cubicle he was hiding behind had rolled back in his chair to look at him. A trenchcoat was draped over the back of the chair, an e-cig was between the fingers of his raised hand, and his eyes were as tired and as intense as Specs' own. Specs leaned away from him a little, raising an eyebrow at the silent stare.

"She's worried about you," the man said bluntly.

"No she's not," Specs snapped. "She's got no reason to—"

"She's a decent human being. That should be enough, buster."

Specs gave a fake snort. "Have you _met_ her? Julie Masters ends at the camera. And I'm, y'know, her rival. She doesn't _want_ to care about me."

"Okay, let me put it another way." He turned in his chair to face Specs properly. "You're really shitty at pretending nothing's wrong. I'm guessing your relationship with Spider-Woman was more than just a one-sided crush, but even without that whatever's in your head is too heavy for a sixteen-year-old. Go home. Take a load off until you get back that stupid ego teenagers are supposed to have, and open the hell up to someone before you turn into me." He paused to take a long draw of his e-cig. "You're stronger than you think you are, but not as strong as you think you should be. Give yourself time to heal."

Specs was silent for several seconds, staring at him. His eyes narrowed a little. "If I wanted an opinion I'd ask. I _know_ what I need to do next, and I _don't_ know who _you_ are." He turned away from McGee, edging along the wall of the cubicle.

"Sure. Never mind old Jack McGee, who's been working here since before you were even _conceived_." The chair wheeled back into the cubicle.

"I WANT THAT STORY IN MY INBOX IN AN HOUR, OR YOU'RE _FIRED!_ ROBBIE! GET ME THE SALES FIGURES!" Specs felt Jameson's footsteps moving down the next aisle, vaguely away from him, and Specs darted out and scurried towards the door to the stairs. He sprinted the last few feet, moving too fast to see properly, and then he was on the other side of the door and he was _safe._ He sighed in relief, looking down the stairs, and then shook his head slightly and started up them, towards the roof.

* * *

The skyscrapers of the city could not last forever. Oh, they tired, with sculptures of glass reaching as high as 2,000 feet and smaller buildings of concrete and brick between them as though to offer aesthetic balance, but there were sections of the city where the sky remained resolutely unscraped. When New York City had been industrialized over the years, changing in architecture and shape through the interwar period and beyond, the section of the city now known as the Narrows had changed very little from its days in the Victorian Era. The same narrow, winding streets were flanked by the same low, antique brick buildings; they had been re _paired,_ re _novated_ and re _modeled_ as needed, but never re _placed;_ only seven streets were even styled as modern avenues, and they ran straight through and towards upstate New York. The Narrows was little more than a network of alleyways, and in one of the wider ones, a meeting was going on.

Roderick Kingsley looked over the roughly thirty or forty remaining members of his gang.

"Goblins, can you hear me?!"

" _YEAH!_ "

"Right now, we have the panties of every gang in this flooded 'hood in a twist! Think about what we've done! Remember the Minutemen? The Poison Ivies? The Sons of Samhain? The Thunder Warriors? Remember how we sliced and diced our way through their turfs? Right now, we can take the Narrows! We can drive out the Corsairs, the Eisensterne, and the Black Lotus! Then we'll be kings of this little hill! My little Gobbies, can you dig it?"

" _YEAH!_ "

"Can you dig it?!"

" _YEAH!_ "  
"You ready for war? You want war?!"

There was a massive roar of approval at Kingsley's statement.  
" _LET'S DO THIS THING, YA SLACK-JAWED PYSCHOPATHIC APES!_ "

The Goblins began to prepare for war. Whereas their late benefactor had once given them bleeding-edge weapons and equipment and augmented them with experimental serums, they now brandished simpler, yet far more brutal, weapons. Baseball bats, longshoremen's hooks, machetes, knives of all sorts, spearguns, spiked knuckles, sawed-off shotguns, and homemade hand grenades left the makeshift armory. In place of the experimental serums, they used the next best thing: cocktails of homebrewed combat drugs meant to bolster aggression, dull pain, boost reactions, and make them hit harder.

In a four-story brick establishment that had been fitted with large windows sometime in the Fifties, Annie Miller adjusted her hoodie. This building had just been "liberated" from the Black Lotus by the Corsairs, and she'd been assigned to guard it. The makeshift barricades built by the Lotus were still standing, just in case of an attack by the prior owners or by some other gang. So far, it had been silent as the grave, despite her cohorts scouring the building for caches of drugs, weapons, and other loot left behind by the Lotus.

She opened a case on her hip and removed a cigarette that she had taken from one of the drug caches. She remembered that the box had been labeled NORI, but a cursory examination of its contents yielded a vast quantity of processed deepweed- a variety of kelp rich in nicotine and THC.

"Couldn't hurt to take the edge off." she muttered to nobody in particular.

Annie lit up, took a long drag on the cigarette, and ascended into the cosmos to a place where joy is everlasting and fear is but a memory. Unfortunately, it was at that time that the Goblins arrived.

* * *

"Shit," breathed a member of the Corsairs—a young woman of Irish descent with close-cropped hair and a stained hoodie—as she dropped the empty clip from her Beretta and slammed a new one in. The hastily-made barricade she crouched behind shuddered under sustained fire, and a fellow Corsair fell backwards, a portion of his head blasted off. She took a deep breath, the gunfire paused slightly, and she raised herself a little, enough to see over the barricade, and fired off four shots at the group of Goblins before having to duck under again. "Fuck…"

"Where did this many come from?" snapped another member, barely audible over the gunfire. There was screaming on the floor below them, cut short by a sickening crack and a loud laugh. The woman looked down at the floor, then shook her head and began crawling for the stairs, keeping her head down.

"The fuck are you going?!" called the other Corsair over his shoulder. "If we can cut them off here—"

"We can't!" she snapped back. "Look at this bullshit!" She stopped, pressing herself into a doorway before returning fire until her gun was empty. "Come on, next floor! We're dead down here!"

She didn't wait to see if he would follow her—crouching to remain under the line of fire, she moved as fast as she could towards the stairs. She only glanced behind her once she reached them, right in time to see a homemade grenade land on the near side of the barricade. Her eyes widened and she sprinted up the stairs, the horrified scream of her friend followed by an enormous _BANG_ and the entire hallway obscured by a cloud of smoke and plaster.

She paused at the window at the top of the stairs, looking out so see a collection of corpses on the street it overlooked and several Goblins. Then she heard feet on the bottom of the stars and dashed down the hallway until she ducked into the room at the end of it.

It was a storage room; she had unpleasant memories of moving boxes as big as her into this room from the ground floor from when she'd infiltrated the Lotus. This meant, mind you, that she knew where to find what she was looking for. She put her foot through the side of a wooden crate, pulled it back out with some difficulty, and reached into the hole and pulled out a prototype coilgun. It took another second to load up a clip (which doubled as a battery for the electromagnets). The weight of the weapon would take some getting used to, but it would work for now.

" _Corsairs…come out to play-i-ay!_ " a voice sneered from the hallway.

The door slammed open, she spun around to shoot whoever came in, and found herself in a standoff against a man with a buzz cut, longshoreman's hook, and rusty Ruger semiautomatic. The green Goblin tattoo on his right wrist grinned at her.

"Have the others _stand down!_ " she demanded.

The man gave her a toothy smile, except without the smile. "No."

"Are you _high?!_ " she asked the man, who obviously was. "This building is Corsair territory now! Even if you walk away from this, you're fucking dead!"

His finger tightened on the trigger. "You're fucking dead too. No _ifs_ about it."

"I'm not kidding. We are gonna bring so much hell to Kingsley's doorstep, he'll never be able to—"

"I'm not with Kingsley."

She blinked. Her brow furrowed. "W-what?" she said, baffled. "I thought Kingsley controlled the Goblins now."

A smile tugged at the corner of the man's lips. "Just the dumb ones."

Her eyes narrowed a little, and her finger began to squeeze the trigger. "Whoever _you_ work for, he must be pretty dumb too. I'd have you tell him we're coming for him, but…I think he'll get the message."

"And so will your precious _Captain_."

And outside the window, across the narrow street and on the parapet of the building opposite, the Scarlet Spider said, "I've seen enough," and launched herself off the roof.

The window shattered as her forearms hit it. She rolled when she hit the ground, firing a webline at the barrel of each gun and yanking them away before kicking the Corsair away.

"IT'S THE SPIDER!" screamed the Goblin. "Wait, IT'S _A_ SPIDER!"

"Who are you yelling at?" Scarlet asked as the Goblin went for his gun.

Her spider-sense began to tingle and she instinctively rolled to the side as a shotgun blast came through the floor from below.

"Tiger! Get in here!"

"Working on it, Red!" called Lucky from just outside, where he was stuck to the wall.

The Corsair snatched another coilgun from the box and tried to fire it at Scarlet, cursed, and rooted around for a clip when a second shotgun blast came through the floor beneath her. Her knee exploded, her pant leg torn to shreds and stained with blood as fragments of bone shot across the room, and her scream, high-pitched and keeling, rang in Scarlet's ears for the half-second before it was cut off by another shotgun blast and the still-warm corpse fell backwards.

"TIGER! NOW!" Spider-sense went off again, and she dove away from the spot and perched on top of one of the crates as the floor where she had been shattered.

Lucky, for his part, dropped down a floor, firing a webline above him, and swung through the window, where he found not one, but two Goblins. One of them immediately swung an aluminum baseball bat at him, and ducked under it and countered with a side kick. The other held the sawed-off shotgun, and as Lucky knocked the first one on his butt with the side kick, he leveled it at him and fired.

Lucky managed to dodge the buckshot with an awkward one-footed twist backwards, and on the way up, as two empty shells popped out of the back of the shotgun, he fired a webline at it and yanked it out of its owner's hands. Throwing it aside, he ran at the gunman, who intercepted him with a punch to the face. Lucky stopped short, almost falling backwards, but that was more out of surprise than anything—the punch would've hurt if he had been a normal human, but as it was it was merely unpleasant. He returned the punch, but the assailant (apparently a skilled martial artist) caught it and flipped Lucky over himself.

Lucky's feet found the ground and stuck, and he threw the Goblin into and through the wall as his spider-sense began to tingle again. Turning around, he saw that the first Goblin had dragged himself back to his feet, blood coating his face from the nose down, teeth gritted, and his knuckles white around the aluminum bat.

He swung it at Lucky's head with a scream of rage. As Lucky moved towards the fulcrum of the lever, he raised one arm to deflect the blow and received an unpleasant shock—twofold; the bat was electrified. The shock jumped through his arm and numbed his shoulder, and he fell to one knee with a cry of pain. The Goblin put all his strength into the next blow, but the knee to the face barely fazed Lucky and he grabbed the Goblin's leg. The Goblin's gloved hand found Lucky's chest as he pulled himself up, but he managed to ignore the shock, and _this_ time when he punched the Goblin the Goblin stayed down.

Lucky paused for a second, looking at the gauntlets the Goblin had been wearing, before with the cracking of wood and plaster and two shouts of surprise, a body fell into the hallway from the floor above. He ran out into the hall to find another Goblin lying there, half-conscious, and a large hole in the ceiling through which Scarlet was staring awkwardly.

"I think we're playing by different rules here, Red," said Lucky.

"Ya think?" Scarlet dropped down to the floor, giving the Goblin she had been grappling with a light kick in the head.

"Some of them have some kind of Taser gauntlets," Lucky told her, jabbing a thumb at the unconscious Goblin in the room behind him. "That one was using a metal bat to extend it. Be careful. You okay?"

Scarlet began to say something, but she stopped as footsteps pounding up the stairs revealed another Goblin. This one had smeared green paint on either side of his face, and strapped to his right forearm was a spring-loaded rail device, four orange spheres mounted along the top. He pointed it at Lucky and Scarlet, an unhinged grin on his face, and fired one of the spheres.

The world slowed down. Scarlet's eyes widened behind the mask as she realized that the sphere was a grenade, and as it neared them she and Lucky dove into opposite rooms.

The explosion seemed to rock the building on its foundations. Both walls were destroyed, they felt fire char the backs of their costumes, and Lucky felt red-hot pieces of shrapnel tear through his back as the shockwave knocked them both flat. The ceiling immediately above caved, its supports destroyed, and a cloud of dust and smoke obscured the entire floor.

The Goblin had also been knocked backwards, but he pushed himself to his feet and began sauntering into the cloud, laughing to himself. It took a second to step over the remains of the barricade and the roof, but he looked around for the corpses of the two Spider-People he had seen. He coughed at the dust, looking at the portion of the ceiling that had collapsed. He kicked it smugly.

A pair of hands, gloved in tattered red, came out of the dust and grabbed him by the jacket. He looked around wildly as Scarlet grabbed the arm bearing the grenade launcher and webbed it to his chest. Her fist pulled back, and the Goblin fell with a sound like a baseball bat hitting a home run.

Scarlet rested her hands on her knees, gasping in pain. Her costume was partially shredded, the wounds under it bleeding profusely. Her back was figuratively on fire—it had been literally on fire a few moments ago. Unsteadily she reached down to the unconscious Goblin and ripped the grenade launcher off his arm, folding it in half and throwing it away. "Tiger," she muttered, then said it again, louder than normal to be heard over the ringing in her ears. "TIGER! ARE YOU OKAY?"

She began lifting up portions of the ceiling, and one rose of its own accord and fell to one side as Lucky shifted it off of himself. "Ow," he said, although neither could hear it over the ringing.

Scarlet grabbed his arm, helping him up, and he put a hand on his back. "Aaauuhh." He looked over at Scarlet through shattered eyepieces. "AM I TALKING LOUDER THAN NORMAL RIGHT NOW?"

"WHAT?"

"WHAT?"

"I CAN'T HEAR YOU," Scarlet said, gesturing towards her ears. "THERE'S MORE OF THEM DOWNSTAIRS. ARE YOU ALRIGHT?"

"WHAT?"

"OKAY." Scarlet flashed him two thumbs up, and he responded with a wavering thumb sideways. "LET'S DO IT! YOU CAN WAIT HERE IF YOU WANT."

"WHAT? YOU GO AHEAD. I'LL BE A MINUTE."

Scarlet nodded, turning around and jogging for the stairs. She slowed down as she descended, trying not to make her footsteps heard, but four Goblins already had their guns pointed at her when she came into view.

"Hey, fellas," she laughed nervously. "Didn't your mom tell you—"

One of the Goblins rolled his eyes and fired.

"—HEY!" Scarlet jumped, landing on the ceiling and bouncing away as the others Goblins began shooting at her. "You could at least let me finish my stupid joke before you blast me!" She kicked one gun away, landing a punch on its owner, before she dodged another shot and caught that gunman across the face with a spinning kick.

Before she landed, a razor bat caught her shoulder. She gave a short, sharp cry, falling to the ground, as the Goblin who had launched it returned to his gun and shot at her twice. She rolled, dodging the shots, and pulled the bat out of her shoulder, dropping it on the ground before pushing herself away with her feet.

"Thought you Spiders were supposed to be fast," grunted one of the remaining Goblins, although this was inaudible over the gunfire. He fired two more shots, and then, as he tried to reload, Scarlet managed to stand and kicked him in the head.

The fourth gunman had already reloaded, and he fired two shots at Scarlet before she delivered a haymaker. The second Goblin was already getting up, though, and another two had come out of one of the rooms the hallway branched off into. She dodged two other razor bats, webbed one of them in the face, and threw a second into the third. One of the Goblins got up immediately (his muscles bulged unnaturally) and went after her with five, six, seven, eight deceptively fast punches. She dodged each of them in turn until he feinted with the ninth, catching her with an uppercut that staggered her a little.

As she stumbled backwards into the wall, the Goblin slumped, panting hard. He folded his arms, each hand holding the opposite tricep as he groaned in pain and trembled oddly. The trembling subsided, but didn't cease, as he stepped towards Scarlet and began to raise his fists again. Scarlet pushed away from the wall, shaking away the stars in her vision as she accelerated to meet him, fists raised—

-and a tattered red boot collided with the side of his head, knocking him five feet and into slumberland.

"…Oh, come on!" Scarlet said as Lucky landed a little ways beyond the fallen Goblin. "I had him!"

"So sue me! I come downstairs and the first thing I see is you leaning against a wall, clutching your head with _this_ guy bearing down on you!"

"I was only dazed for a second! I'm _fine;_ I was about to kick his a—"

"Oh shit!" came a voice down the hall, and they both turned to see two Goblins who had just reached the top of the stairs. The one in the front had taken a step back upon seeing them, and as Lucky and Scarlet stepped forward as one, he called down the stairs, "TWO SPIDERS! ON GUARD, _NOW!_ " As the second one pulled a collection of marble-sized orange spheres out of his pockets, the first rolled up his right sleeve, revealing a gauntlet with three pairs of razor-sharp bat wings lined up along the top, and threw his arm forward, launching the first razor bat at the advancing Spiders.

Lucky leaned to one side without breaking stride, the bat flying past him. Four orange marbles hurtled through the air, Lucky ducked, and Scarlet threw her hands up as four small explosions bloomed in the air just in front of her. Blinking the spots out of her eyes, she sprinted out of the smoke, fired a webline at the one who had thrown them, and zipped forward to kick him in the face.

Another razor bat zipped past an inch from her back as she ducked, and then one of Lucky's web shots splattered across the gauntlet and stuck the final one in place. The Goblin looked down at the web, down the hallway at the approaching Spider-Man, and began attempting to pull a gun out of his pocket.

Several things happened at once. The Goblin managed to extract the gun from his pocket, Lucky's fist collided with the side of his nose, Scarlet's opponent hit the bottom of the stairs, and spider-sense practically exploded in both their heads.

Which made sense, because in the next instant the stairs exploded.

"WHOA!" screamed Lucky as the ground collapsed under him. Scarlet fired a webline wildly, but they were already falling. Off-guard, both of them hit the ground floor off-balance and fell as an enormous cloud of smoke billowed through the room and the rubble piled around them.

The gunshots started immediately. It was impossible to see through the dust, but the bullets filled the air so that it didn't really matter what they were aimed at. Lucky screamed as a bullet was lodged in his gut, and Scarlet had pushed herself up just to take one in the arm. Another grazed her thigh, tearing out a line of flesh, as the sonic boom of a bullet shot past Lucky's ear and caused him to flinch right into the path of another. The Goblins that had come with them were long dead, their blood pooling beneath them as their teammates unloaded into the smoke.

At last the chorus of _BANGS_ came to a halt as each of them ran out of ammo, almost simultaneously. As they began to reload, the cloud of dust billowed through the ground floor, and they levelled their guns and carefully began stepping forward.

Two Goblins near the back of the group suddenly hit the ground with a pair of _thuds._ The others collectively swung around and one of them fired at the spots just above them, but then a gloved hand came out of the smoke and ripped the gun from his hand before slamming him into the ground and pinning him there with webbing.

Three of the remaining gunmen fired at the noise, but the Spider had already vanished. One Goblin cried out as a ricochet hit him, and then another cried out as a fist knocked out two of his teeth. The gunfire turned thataways, but then a pair of weblines hit another Goblin and dragged him into obscurity, where there was a _thwack_ sound.

And then there were three. The smoke was beginning to settle, and one Goblin managed to dodge a kick from Lucky before pulling out a butterfly knife and slashing at him. Lucky dodged the blade before delivering a knife-hand strike to the base of the man's neck and the Goblin went down.

Another Goblin had dropped his clip and was loading a new one in, but Scarlet webbed it and yanked it away before punching him in the gut and webbing him to the ground.

Lucky and Scarlet both stood, panting and cradling their wounds, as they began to advance on the final Goblin from opposite sides. He fired twice at Lucky, who dodged both shots with some difficulty, and then whirled to shoot at Scarlet. His gun clicked as he pulled the trigger frantically, the slide backwards to indicate an empty clip, and he threw it aside and pulled a bomb out of his pocket.

 _Oh no._ Lucky jerked forward, forcing himself to move as the Goblin turned the dial with his thumb and pressed the button. _No, no, no_ —

 _He's insane,_ Scarlet thought as she tried to sprint on her bad leg. _He's going to blow himself up—_

Their thoughts were overlapping. _–Stop him,_ save _him—_

 _-He's a kid, he's our age—_

 _-GET IT—_

 _-NO—_

Two weblines hit the bomb simultaneously, and they both pulled it to the side as fast as they could. The pumpkin bomb flew from the Goblin's hand and landed in the corner, where it bounced once, was plastered in place by webbing, and exploded.

Scarlet grabbed the Goblin and shoved him to the floor, falling on top of him to shield him from debris, as Lucky turned away from the blast and covered his head. The webbing absorbed much of the blast, but the shrapnel tore it apart even as one of the building's load-bearing points was destroyed. Spider-sense was tingling furiously as the walls buckled and the ceiling began to fall.

It was over in thirty seconds. After that, it took Lucky and Scarlet maybe thirty more to dig their sore, stiffened selves out of the piles of bricks and plaster. Scarlet checked on the teenager cowering under her, relieved to see he was basically alright, before pushing herself into some semblance of a standing position.

The Goblins they had knocked unconscious lay about them, some partially buried, a lucky few out of range of the collapsing roof. Lucky reached down cautiously and pulled a brick off of one Goblin's face, and the face under it was smashed and broken and frozen in a contortion of pain. Lucky took a step back, dropping the brick, as both Spiders gradually became aware of sirens.

"W-we should go," Scarlet murmured.

Lucky nodded silently, and they both started for the recently-made hole in the wall. Flashing red and blue lights were visible through the smoke, and as Lucky and Scarlet walked out the other side, moving slowly from their injuries, it was to find two police motorcycles and a car awkwardly parked outside, jammed together in the tight space. In a lighter moment, one would have wondered how the police car was going to maneuver out of the alley. Four police officers were waiting around their vehicles, guns already drawn and pointed at the two.

And behind them, on the other side of a hastily-place police line, a few people were gathered. None of them wore clothes that would cost much, and a sense of hunger seemed to linger about them. They stared at Lucky and Scarlet, some furious, some merely exasperated, but most looking a little bit broken. Several bodies were scattered about, hit by a gunshot that had escaped the building, or by shrapnel from that last explosion. Each and every one of them was like a punch to the gut from Megatron himself.

"Get on the ground," ordered the nearest cop—one of the motorcyclists. He wore a full-body light armor and a full-face helmet, but the visor was transparent, allowing them to see his face.

"Is there an ambulance on the way?" asked Lucky. His voice was barely audible, his hands cradling the bullet wounds in his stomach and shoulder.

"What do you care?" snarled another of the police officers. "(Oh, you've been shot.) You deserved it, assholes!" One of his partners elbowed him, but there was a cry of "YEAH!" from the other side of the police line.

The nearest police officer stepped a little closer, cautiously. "Just get on the ground, Spider-Man. You too…whoever you are. Let's not make this even worse than it is."

"FUCK OFF!" screamed that same voice from the other side of the police line. "KILL THE VIGILANTE FUCKS! WE ARE THE LAW!"

Lucky and Scarlet looked at each other—his blue and her green eyes could clearly see each other through the shattered eyepieces. Scarlet shook her head silently, and the two of them returned their attention to the police. All at once, their hands jumped forward, and a web shot glued itself to the barrel of each gun.

There was yelling and shouts of surprise as they both sprinted forward, past the police, and jumped off of the police car. They both stuck to the wall of the opposite building, climbing up as fast as their stiff muscles would allow. When they reached the roof, Lucky hunched over, groaning as he clamped his hand over the healing wound in his gut, but then they both recovered enough to take off.

They had been moving for maybe two minutes when they crossed paths with a red-blue-and-black blur. Screeching to a stop on a wall, they looked back to see another Spider-Man turning around and running towards them, orange eyepieces glinting in the morning light.

A bee landed on Scarlet's shoulder. A voice, very similar to her own, came from behind her. "What happened?"

Scarlet turned and saw Honeybee.

"Gang war." she muttered through clenched teeth.

* * *

 **Notes From Courier:**

 **-McGee is a reference to the 1970s Incredible Hulk TV show. Instead of being pursued by General Ross, that version of Banner was hounded by a reporter named Jack McGee.**

 **-Kingsley's "Can you dig it" bit is a reference to the film version of "The Warriors". Ditto the "Corsairs, come out to play" line.**

 **-Arachnolord is from the Transformers: Shattered Glass universe. If you're wondering what that is, it's basically the Transformers version of the Star Trek "Mirror Universe". Also, the Earth-H abductees are from that universe's version of Beast Wars, so Ungoliant would probably have a hard time eating them.**

 **Notes From Brackets:**

 **-Most of those movies don't exist, but whatever. _Dr. Faustus_ is meant as a direct adaptation of Christopher Marlowe's portrayal of the legend, _The Queen of Crete_ is a show about an attempted Europa colony, and _the Modern Prometheus_ is, in Specs' eyes, the best adaptation of _Frankenstein_ ever made.**

 **-Julie Masters and Rita Conway are both characters from the 1970s _The Amazing Spider-Man_ TV show. I am aware that Rita was meant as an Expy of Glory Grant from the comics, but I wanted to make her her own character.**


	7. Chapter 7

"OW OW OW!" Lucky screamed.

"Honeybee, what do you think you're doing?!" Blue screamed.

"I'm trying to get the bullets out…"

"There's the problem. Once the bullet is embedded in the body, it's usually pretty much harmless. When you're doing first aid, leave the bullets in until you get the patient to more thorough medical care."

("'M gonna be like Andrew Jackson," Scarlet mumbled half-coherently. "So many bullets in me I rattle.")

"I…I didn't know," said Honeybee.

"You've never been shot before?" Blue asked.

"Yes, I've been shot before! I was following a lead on a gunrunner, it turned out COBRA was behind it, and the Baroness got the drop on me!" Lucky yelled.

"Pipe down, Lucky. I was talking to Honeybee. Although now that you're talking, what the hell is COBRA?"

"Back home, it's some kind of paramilitary organization with really deep pockets and bleeding-edge tech!"

"How deep are their pockets?"

"Deep enough to afford to field an air force, if what I've seen on the news is anything to go by!"

Scarlet winced as her costume rubbed against the burns on her back. "Okay, let's think about it. Right now, we're currently in no shape to fight, and I'm not even sure we'd be able to get back to Specs' place in our condition."

"You don't have healing factors?" Blue asked.

"We've _got_ them. It's just that it takes time. Time that, if we're being honest, we don't really have."

Honeybee turned her attention to Lucky. "You okay?"

"I'll live. As for Scarlet, we just need to give her time for her burns to heal."  
Honeybee bit down on her lip.

"Er…what's that on your hands?" Scarlet asked.

"Honey. Well, my honey. Scarlet, would you mind if I had a look at your back?"

Scarlet sighed as she shucked the upper half of her costume, revealing the black sports bra she had on underneath. Blue immediately looked away, scratching the back of his head as he pointedly ignored the girls.

"You mind looking away too, Lucky?" Honeybee asked, pulling her gloves off. "I'd like it if we had some privacy."

"It's nothing I haven't seen before," said Lucky, but he obeyed and Honeybee got to work running her hands over the burns.

"Okay, this is kind of weird. I mean, I've heard that rubbing honey on burns works-" Scarlet began.

"Quiet, please. And stop squirming."

Scarlet nodded and then felt a tingling sensation on her back, as if the burnt skin was suddenly and rapidly regenerating. She shuddered at the sensation.

"The sky's grey," Lucky noted suddenly.

Everyone glanced skyward. "Yeah," Blue said, looking back down at the aged buildings around them. "You didn't notice that? _I_ noticed as soon as I went out."

"I noticed; I just assumed it was overcast," Lucky replied, still staring upwards. "But look, you can see the sun." He looked left and right a little, as though searching for differences in shade across the sky. "…I think this is just what it normally looks like."

"Oh, yeah, I noticed that," Blue said hurriedly, as though trying to save face. "I just…how do you think that happened?" He folded his arms, looking around. "…How could they _possibly_ have let the environment get this bad? Did you see the big wall around the edge of the island? I swear the ocean is, like, thirty feet higher than it is back home!"

"This isn't a good world," Scarlet muttered, feeling the pain of her back gradually shrink inwards. "…The honey's working pretty well though. I feel—"

"Done. Good as new."

Scarlet looked round at Honeybee disbelievingly, then ran a hand over her back.

"…Certainly feels good as new," she pronounced. "It feels like the burns were never there!"

Blue whirled around, skittishness forgotten, and stared at Scarlet's bare back. "How'd you do that?!" he demanded. "Honey can't do that sort of stuff!"

"Mine can, for some reason. I don't know why."

Blue looked about to launch into a rant. Hastily, Lucky put his hands up and said, "What matters is that it can close wounds, meaning we can take those bullets out now." He looked over at Blue. "Alright, Mr. Superior?"

"…Yeah. Let's do it."

* * *

 **OsCorp**

Most of the webbing had been cleared from the stairwell by now. The corpses of the alien spiders had, for the most part, been placed in sterile containers and were currently chilling in refrigerators in the Bio labs. And now a team of biologists buzzed around the floor of the Physics department's test chamber, amidst two crumpled, hairy spider legs the size of trees, while 900 feet above them a smaller group of biologists had a single spider corpse the size of a small car laid out across a ridiculously-sized lab table.

"Preliminary analysis of the exoskeleton suggests a molecular structure similar to chitin," muttered a scientist as the square-inch sample he had taken from its cephathorax dissolved in a sealed beaker of nanotechnology in a hydrofluoric acid solution. "There's a high carbon content, though. And something it doesn't recognize."

On the other side of the table, another scientist paused from her work inserting small electrodes into key points along the spider's anatomy to glance at him. "That's strange. Think it's a new element?"

"No," called a third scientist halfway across the room as he glanced away from an electron microscope readout. "If it was, it'd break down once it reached this reality and we would all die of radiation poisoning. The reanimated cells, by the way, are replicating at an accelerated rate."

There was silence at that. The second scientist took a step towards him. "Accelerated like how?"

"I'm seeing telophase about every five and a half minutes. There seems to be a latticework developing between daughter cells. Your mystery compound, maybe?"

The first scientist had crossed the room and was now peering over his shoulder at the computer readout. "...Might be. Hard to tell right now." A fourth scientist bumped into him in a quest to get a look at the monitor as well. "Let's get Chem on it. Rachel, how's neurology coming?"

The second scientist—Rachel—had pulled two semicircular machines out from the tabletop and was now typing on the touchscreen between them as they hummed and began to slide down the table on either side of the spider corpse. "Its nervous system is…pretty similar to that of terrestrial life." She furrowed her brow at a particular reading. "Although, it looks like the nerve cells contain large amounts of iron. The brain is significantly more complex than that of a terrestrial arthropod. There's a possibility that it was capable of a low-level sentience."

The others slowly turned to face her properly when she said this. She looked up at them, her eyes alight.

One of them took a few steps back towards the lab table, examining the body again, looking for significant damage before meeting Rachel's eyes. "It can think."

She nodded. "Its cells regenerate at an accelerated rate."

"We've got more than enough blood to fill whatever's been lost."

The room was silent, the air practically crackling with restrained excitement.

Rachel finally said it. "Wanna try for a reanimation?"

The others were silent for exactly one second before one of them said, "Yes."

* * *

 **The Parkers' Apartment**

"Oh come on! Let's see _Hyperbolic Vanguard Corps_!" Teresa begged.

"You've spent most of the morning watching that. We have a whole new world of film at our fingertips, and you're interested in seeing some cheap '80s mecha movie?"

"It's not just some cheap '80s mecha movie! It's a glorious lovechild of _Aliens_ and _Mobile Suit Gundam_!"

"You were watching it for the shirtless Michael Biehn, weren't you?"

"No!" snapped Teresa. "One, I don't _care._ I'm not interested in that sort of thing. Two, you make that name sound like I should know it."

"He was in the original _Terminator_ and in _Aliens_!"

Teresa rolled her eyes. "It's not like he ever won any Oscars—"

Ollie looked from a tablet on her lap. "According to this version of IMDb, he did. Won Best Supporting Actor for his role in _Titanic_."

The two teenagers stared at her as she continued reading through the Database. "Okay…" said Drake slowly. "Anything else different?"

Ollie cleared her throat.

"Tons! Apparently, in this universe, Kurt Russell and Sigourney Weaver were the stars of _Jurassic Park_ , and Lance Henricksen played Muldoon."

"Please, continue filling us in on cinematic differences in this world," Drake snarked, sinking back into the couch. "Maybe then we can decide what to watch."

"Or you can just roll some dice. That's what we do back home when it's movie night."

"What sort of dice do you use?"

"d20s." Ollie replied as if it were the most natural thing in the world.

"What sort of family do you live in?" Teresa asked.

"One composed of a rag-tag bunch of misfit mutants that live and work with some of the world's finest soldiers. They're called GI Joe, and they're as nuts as we-"

"I thought GI Joe was a cartoon from the '80s." Drake said, one eye squinting slightly.

"Well, it isn't where I'm from."

Drake's eyebrows rose a little. "What the hell," he said flatly. "Your universe sounds so much cooler than mine."

Ollie shrugged.

"So, Drake…what's your story?" Teresa asked.

"Story?"

"Yeah, story. How'd you get your powers?"

Drake scratched his head with one finger. "Where'd this come from?"

"I meant to ask earlier," Teresa shrugged, "but you were looking for this world's you. I got to wondering after you talked about getting your costume from SHIELD."

"Oh." Drake gestured vaguely to his right hand. "I got bitten by a genetically modified spider. You?"

"Also a spider bite. I don't know if it was genetically modified, but…" she rubbed her neck. "It must've been. I don't know how else it could have given me powers. Ollie?"

"I'm a mutant," Ollie said, with a sort of aggressive casualness as she looked up at them from the tablet. "I was born looking like this, and one day I just woke up with the powers." She gave a smile that silently dared one of them to say something prejudiced. "Satisfied?"

Teresa nodded as she processed the newly acquired information. Her smile becoming genuine, Ollie cleared her throat as she set the tablet on the small table between the couch and recliner. "Next question—why did you guys decide to…you know, be Spider-People?"

The teenagers glanced at each other. The atmosphere in the room had grown still suddenly, both hesitating and allowing the other to go first.

When it became obvious that Drake was no more eager than she was, Teresa sighed, drawing her knees up to her chest. "A purse snatcher killed my mom. I could have stopped him, but I didn't."

"Oh," Ollie said, suddenly regretting her question.

"His name was Rodrick Kingsley. Since then I've found out he's a major player in my world's organized crime. I'm going to find him, and when I do I'm going to bring him to justice. But until then…Nobody's going to suffer like I did. Not on my watch. Drake, how about you?"

Drake clenched and unclenched his fists.

"My older brother sold drugs to take care of me. He wanted out. The people he was working for didn't accept resignations. I'm taking them down, for his sake at least. And you, Ollie? Why do you do it?"

Ollie bit down on her lip.

"Didn't really get to know my parents. My uncle raised me for most of my life, until he got killed…"

"And then what?"

"Spent some time wandering around, ended up in rural Nevada, and then GI Joe and the Misfits—that's their mutant "team"—found me and took me in." She smiled a little. "Everything's been pretty good since, albeit pretty crazy."

Teresa hummed a little, resting her chin on her knees contemplatively.

"It's weird. We're all from broken homes." She paused as that set in. "Moving on, have we reached a consensus as to what we're going to watch?"

Silence.

"Damn it."

"Language, Terry."

"It's _Teresa_! How many times do I have to make that point?!"

Just then, Ollie whistled.

"Look, if we're not going to agree on anything, how about we go out for some fresh air?"

"Good idea. Problem is, we need somebody to hold down the fort until Specs or the others get back." Teresa replied.

"I'll do it." Ollie groaned.

* * *

 **OsCorp**

It took a second for the hollow needles to break through the corpse's carapace, but once they did bluish blood began to flow through the tubing as a contraption resembling a dialysis machine hummed slowly.

Circulation's going steady," said one scientist as she typed several commands into the device. "Holding at eighty-five cycles per minute. Incorporation of isolaldehyde went off without a hitch, raising adenosine triphosphate levels in three…two…one."

As a high-pitched whirr briefly sounded from the machine, another scientist on the other side of the table—Hector—watched the progression of the X-ray photographs with a gradually furrowed brow. "…Looks like there's a lump of something hard in the cephalothorax."

"Is it interfering with any organs?" Rachel asked, looking up from her work implanting small electrodes at key points along the corpse.

"Doesn't look like it. It's kind of just sitting there. Looks kind of like a, a calcium buildup or a clot—"

"Or a tumor?"

The scientists collectively looked around as the one who had made the comment walked through the door, thin face and blue eyes set off by a pair of horn-rimmed glasses. Several of the scientists sighed and returned to their work as Richard Parker came up to the table and looked over the spider corpse secured there.

"Hello, Richard," said one of the scientists dully. "What are you doing here? Shouldn't you be experimenting with shark growth hormones or something?"

"I am. I've got the myostatin 22-86 hormone pumping through a cancerous stem cell sample; I'll have to check on it in abooouuutt…" he checked his watch. "…seven minutes. Plenty of time to come check out this thing's alleged regenerative abilities."

"Wait, how do you know about that?" snapped the scientist who had made that discovery, whirling to face him. " _We_ just found out five minutes ago. And nobody's left the room since then!"

"Come on, Izzy," Richard replied amusedly, "you know me. I've got spies everywhere. Now hurry up, I wanna see if this thing can stay alive on its own."

"We'd probably go a lot faster if you would _get out of the way,_ Dr. Parker." Rachel's hands reached past him and implanting a final electrode at the joint of the spider's backmost leg. Richard stepped back, raising his hands in surrender as he let the team work.

"Alright, we've got all the major nerve clusters wired up. Good to go?" she asked, looking towards Izzy. "Good to go?" she repeated, looking at Hector. "Alright." She typed at the keyboard briefly. "Stimulating nervous system… _now._ "

The corpse jerked. A strangled sound, very definitely made by some sort of vocal cords, scratched at the ears of all present as the twitching slowed. Richard's eyebrows shot up as he took a step forward. "Responsive already?!"

"The lump expanded!" Hector cried. "Looks to be metallic in nature—try again!"

Rachel hit ENTER again, and the spider jerked again. The lidless eyes focused as Rachel cried, "We've got a heartbeat!" and Hector took a step away from the screen. "It's alive!"

"No it isn't!" Hector shouted.

"It's _looking right at me!_ " It was also trying to stand, thrashing against the restraints pinning down four of its legs and both pedipalps.

"The lump's tearing into its _brain!_ Oh my God, it's still growing!"

"What?!" Richard was already by his side, staring at the screen through glasses that had slipped unheeded halfway down his nose. "What _is_ that?"

"Well it's not your tumor, that's for sure!" A violet light was building just under the chitin of the spider's cephalothorax as it made a high-pitched noise like a scream, shaking violently. On the screen, the X-ray image of the metallic formation was starting to form a distinctive shape, right before the entire table cracked under the spider's inexplicably increasing weight.

"Oh my God!" screamed Rachel. "Kill it! KILL IT!"

Izzy's hands flew across the keyboard, but then the spider's thrashing tore the tubes out of the machine and bluish blood began to spill across the floor.

The restraints that had been holding the spider down were long gone, torn from their anchors by the shattered tabletop and the spider's own weight. But it didn't seem to notice, instead lying in place, clawing at its own head and screaming, a high-pitched noise that made the scientists' hair stand on end. The exoskeleton of its cephalothorax began to deform and crack as light began to build in the abdomen. The floor began to sink under the weight, causing all the scientists to look down. Richard's eyes widened as he gasped.

"MARY!" he screamed, and bolted for the door.

The door, and the wall it was set in that separated the room from the hallway, were mostly transparent quartz, so even as Richard reached the stairwell he could see the spider finally rip open and—a metallic being, vaguely humanoid but easily fifteen feet tall, with spiderlike appendages protruding from its back, fell out and onto the floor. Three more humanoid shapes, far too large for the spider's body to have accommodated, began to burst from its abdomen, and Richard practically leapt down the stairs.

He reached the Chemistry lab on the floor below just as the ceiling caved fully and the Spider-Things fell into the lab. Most of the chemists were already out of the room and into the hall, and as Richard sprinted towards them a middle-aged woman looked towards him with hazel eyes.

"Well, that was unpleasant," said a voice, mechanized but distinctly feminine, from the Chem lab as Richard grabbed Mary's hand without breaking stride and pulled her after him. "Now where's the brat they call Spider-Man?"

"Agh!" Mary grunted, managing to kick her low heels off as Richard practically dragged her along. "Richard, let go! I know how to run without you holding my—" Half a dozen screams came from behind them, along with a sound resembling a flamethrower. She glanced backwards, just in time to see one of her coworkers have his head twisted 180 degrees by a man in a green and black version of Spider-Man's costume.

Mary gasped. Looking forward, she wrenched her hand from her husband's grip and sprinted alongside him. They got to the stairwell; as Richard pulled the door open, Mary glanced behind them again, and when they jolted into the stairwell Mary grabbed him and pulled him into the corner immediately behind the door.

They stood pressed together in the small space, silent save for their breathing and pounding hearts. On the other side of the wall, a spectacular shattering sound informed them that the Spider-things had gone out the window. After a few tense seconds, Richard peeked through the narrow window in the door.

The four Spider-things were gone. The hallway was filled with bodies, some badly burned, some otherwise mutilated, and the long window on the opposite side of the hallway from the lab was shattered. The winds of their altitude audibly swept through the hallway, billowing bloodstained lab coats. Richard pulled away from the window, sinking to the floor with a sigh of relief as Mary joined him sitting against the wall.

There was silence for a few seconds, husband and wife's hands tightly clasped together. Then Richard breathed, "We don't get paid enough."

Another pause. Mary laughed a little, and immediately felt terrible. "No," she said anyway. "We don't. The union should get on that."

* * *

 **Notes from Courier999:**

 **-All of those anecdotes about who's cast in what movie (except Lance Henriksen as Muldoon) are based on real-life potential choices.**

 **- _Hyperbolic Vanguard Corps_ is a title borrowed from the Shadowrun 4E supplement "Attitude".**

 **Notes from Brackets002:**

 **-There actually was a legend in President Andrew Jackson's time that he had so many bullets in him he rattled. It's probably not true, but he did have a lot of lead in him, and anyway that's a really, really funny image.**

 **-"Izzy" is Dr. Isaac Kleiner. Another _Half-Life_ reference.**


	8. Chapter 8

It was like a lightning bolt to the back of the head. Seven heads snapped up, seven pairs of eyes snapped wide as seven sets of spider-sense suddenly shrieked. Ollie jerked up from where she lay across the top of the couch; in a small alleyway in the Narrows, Specs gave a small scream, flinching violently as his hand flew to the back of his neck. And on a rooftop less than half a mile away, three heads swiveled towards downtown.

"Okay…what the hell was that?!" Blue asked as he rose up from the rooftop.

"What was what?" Honeybee asked, looking up at him.

"Spider-sense. And it's a doozy," Lucky replied.

Honeybee looked around with a confused look on her face. "I don't have a spider-sense. Guys, what happened?"

"Something _big_ ," Lucky replied, glancing down at her even as he stood.

"How big are we talking about?" Blue muttered, taking a few steps towards the source. "Magneto? Doctor Doom?"

"Bigger than Magneto and presumably bigger than that…Doom guy you just mentioned. If I had to guess, I'd have to say—"

"Tiger, don't say it." Scarlet pleaded.

"We might be dealing with Decepticons."

Blue and Honeybee stared at Lucky.

"What's a Decepticon?" the latter asked.

Lucky sighed.

"Okay…this is going to sound really weird, but bear with me. Back home, we've made contact with aliens. They're giant robots from some planet called Cybertron, and they transform into vehicles and other machinery. There're two factions. On the one hand, we have the heroic Autobots under Optimus Prime. On the other, we have the Decepticons led by Megatron. _They_ want to conquer Earth and use it as a jumping-off point for an interstellar empire."

A beat. "Okay," said Blue. "Let's hope it's not that."

Three right hands lifted, palm up, and pressed their middle and ring fingers into their palms. Two thick strands of whitish, biological spider silk and one strand of a substance like nylon shot skyward and connected with the corner of a nearby apartment—the beginning of a chain of increasingly tall buildings. A buzzing noise grew in the air as Honeybee's wings began flapping and she rose skyward, and then the group were off like a shot.

* * *

"What the heck are we looking for?!"

Teresa's frustrated exclamation was almost lost to the wind, but Drake could make out the tone and questioning lilt. Releasing his webline, he stuck to the glass wall of a skyscraper and waved for her to join him. When she got close enough, he called back, "I think we'll know it when we see it. Spider-sense is really freaking out right now; they must be close."

As if to demonstrate, spider-sense twinged hard just as three _very, very talkative_ robots appeared around a corner down the street. They were all bug-like: two resembled spiders, and one a green wasp. Beneath them, people screamed and ran in droves as gunfire from the robots rained down around them. Bodies already littered the street.

"There, see?" Drake said, and he leapt off the wall. Star-Spider followed him, and they reached the robots in seconds, just in time to hear:

"Finally! Something has gone right for Wazzpinator!"

Teresa and Drake looked at the giant metallic wasp and spiders near the building they were standing on.

"Who…what are you?!" Teresa sputtered.

The wasp rubbed his legs together.

"Allow me to demonstrate! Wazzpinator: _terrorize!_ "

Teresa looked on in shock as the wasp reared up in midair and seemed to split open down the middle, his body unfolding and rearranging from a giant insect into a tall green robot with hornet parts all over it. Right after, the two spiders turned to face Teresa and Drake.

"Tarantulas: _terrorize!_ "

"Blackarachnia: _terrorize!_ "

The two arachnids transformed into similar robots, while a man in a green-and-black Spider-Man costume flung himself onto the roof with Teresa and Drake.

"And as for me…I am Arachnolord!"

Teresa dove out of the way as Arachnolord went to tackle her. He slid to a stop and threw a hand at her, firing a webline from the top of his wrist and snagging her ankle. She hit the rooftop on her side, and as she rolled over Arachnolord pounced on her.

She met his pounce with a fist, rolling rapidly and springing back to her feet. Two weblines found Arachnolord's back as he recovered, and the smaller Spider reeled herself in and stuck to his knees with her feet, aiming punches at his face.

As Arachnolord dodged the punches and attempted to return a few, Drake skittered backwards as the three robots began to fire at him.

"Impressive reflexes," Blackarachnia murmured, sauntering a bit closer as she continued firing. The rooftop cracked audibly under her weight.

"Yeah," Drake grunted, dodging fire and web-zipping towards her. "One of the many perks of spider-sense." He fired webbing at each muzzle, punching her in the side of the head. "What, you don't have one? Lucky me."

Arachnolord dove under Teresa's punch before he struck back and hit her in the stomach.

"You're good, girly," he grunted, pinning her to the roof. "But I'm better than you'll ever be. Tell me where to find the Parker brat, and I might—"

Teresa delivered a solid kick to her opponent's gut, then as he jerked back in response she grabbed his shoulder and punched him in the throat.

He jerked backwards, clutching his throat. Teresa came up fists swinging.

"Feisty one, aren't you?" he growled, ducking under her blow. "I like them feisty. Makes it all the more enjoyable when I finally get them around my th—"

Teresa's fist slammed into Arachnolord's stomach. He rolled backwards as the Star-Spider grinned under the mask. " _Ha!_ "

"Frag you, you slag! I was going to go easy on you, but now? Now we're gonna play _hardball_."

"Bring it, knockoff!" Teresa shouted, advancing. "I'll show you what the Amazing Star-Spider's capable of!"

"Ooh, I'm shaking in my boots right about now! Tarantulas—go and finish this bitch off so we can find the guy we're supposed to be looking for!"

Tarantulas fired off his weapons, only to miss as Teresa dodged the shots.

 _Aim a bit…lower. And maybe I can be rid of both filthy organics as well._

A shot hit the building's roof right before Teresa made contact, sending her toppling into the building below.

Drake, who was swinging around Blackarachnia and dodging her fire as he tried to bind her spider legs, gasped. "TERRY!" He yanked hard on his webline and landed at the edge of the hole, peering in.

Teresa shook her head, clearing the cobwebs from her eyes as she shifted some rubble off of herself. She was lying in the shattered remains of a dinner table, and Arachnolord was crouching in front of her, his mask hiding his sneering visage.

"Score is Me: 1. You: Nil."

Teresa's dignified reply was to grab a table leg and swing it like a billy club, knocking him (uselessly) in the head as she scrambled to her feet.

"Temper, temper," came the reply, accompanied by a condescending finger wag.

"Shut up, asshole."

"Language."

As Teresa lunged at Arachnolord, Drake looked past them at the Hispanic family that looked at the two fighters through the doorway less than five feet away. His spider-sense tingled as he dove over the fight, landing just in front of them. "I'll help you guys out," he muttered, gently taking the nearest kid's hand.

Teresa flew through the wall directly to his left. As Drake darted to the apartment's main hallway and back, pulling the family with him one by one, Arachnolord pushed himself through the hole in the wall, looking around for the Star-Spider as plaster settled like dust. "Running scared yet?" he asked the air. "Wouldn't blame ya! You're prolonging the agony, little gi—"

Before he could finish his statement, he felt his opponent's well-muscled legs settle upon his shoulders.

"Ever see _Blade Runner_? 'Cause right now, I'm Pris and you're Deckard."

Before Arachnolord could make a comeback, he felt Teresa's legs squeezing against his neck with as much force as she could supply. As he gasped, clawing at her leg, Teresa slammed her palms against his ears. He yelled in pain, falling to his knees, but then a web shot hit Star-Spider in the face and she recoiled in surprise.

 _Son of a-_

And then she was hurtling towards a nearby granite countertop. Arachnolord had managed to break her leglock in her moment of distraction, and now he slammed her head into the counter hard enough to split it in half before throwing her through the kitchen wall and into the apartment building's main hallway.

She pushed herself to her feet amidst a rush of people. Drake was darting into each apartment on the floor, pulling people out and directing them towards the stairs, but as he paused to look at her an electronic sound came from within one of the apartments—the one they had come through the roof of. The sound of heavy gunfire cut off several muffled screams.

"This is a _disaster,_ " Drake muttered.

Both of their heads snapped towards the hole in the wall as Arachnolord jumped into view and perched on the lip of the hole, almost in mockery of the way they perched. He stepped down, raising his fists eagerly as Teresa stood and did the same.

"Good technique, but no points on the landing!" Arachnolord jeered.

Teresa responded by jumping. Her leg lashed out like a whip and smashed against his face, shattering his right eyepiece and knocking him back. Her spider-sense tingled as his hand came up, but it wrapped around her ankle before she could withdraw it.

She was slammed into the floor. As Arachnolord shifted his grip from her leg to her neck, his amber eye glared at her and one of his fists pulled back.

Drake's foot smacked into the side of his head as he leapt over them both. Arachnolord snarled as he rolled from the impact and came back to his feet, but Drake was already bolting down the hallway and into the next apartment building. He started to pursue, but a webline splattered against his back and suddenly Teresa was on him again.

Down the hall, across from the door Drake had ducked into, a webline hit the fire alarm and pulled. The shrieking ring echoed through the building.

* * *

"My God…" Lucky stammered as he stared down into the hole in the roof. Several stories below, a living robot themed like a spider looked up at them, and Lucky leaned back as a memory hit him.

 _Peter winced as his spider-sense went off a fraction of a second too late and he was hit by a laser blast. As he lay sprawled across the ground, he heard a tinny mechanized laugh. His head rose up to track down its source, and standing before him was a boxy blue robot about the size of a two or three-story building._

" _Soundwave, superior. Spider-Man, inferior._ "

"Um, guys?" Blue piped up, snapping his fingers in Lucky's face. "We need a plan of attack. You know these things, _you_ tell us how to fight them."

Lucky cleared his throat. "Right. Blue, Honeybee—you and the bees take on the green 'Con. Honeybee, once you're done, you're on medic detail. Scarlet…you and I'll deal with the robot spiders. Everybody got that?"

Everyone nodded.

"Great. Try not to die." With that, Lucky leaned forward, dropping into the hole and firing a webline at the edge. He could feel Scarlet follow his lead, a web shot hitting the barrel of one of its guns and making him look up at them. Taking his webline in both hands and pulling, Lucky kicked downwards, right into Tarantulas' face.

He landed several feet away, sprinting out of the robot's shadow as it fell backwards from the blow. Before it had even hit the ground, the sound of shifting metal and joints filled the air, and the resulting enormous robotic tarantula flipped right side up to face him.

* * *

Specs was practically flying across the rooftops as he ran, the tinging on his skull warning him of every possible hazard in his path and slowly rising as he hurtled towards its initial source. Pain shot up his leg with every footstep, and his ribs screamed as he inhaled. He didn't even slow down, leaping from roof to roof and sprinting at 130 miles an hour.

 _Don't let it be Ungoliant,_ he begged silently. _Don't let it be her don't let it be her don't let it be her_ —

From the bag on his back he could feel his phone vibrate. In midair he fished it out, his bag returning to his back before he had touched the next rooftop. "Hello?!" he practically screamed into it.

"Parker!" Conway's voice was hard to hear over the wind, but he managed. "Something just came up on the scanner. Something about giant robots and all those Spider-People—"

"Already _en route_!" he gasped, vaulting off a parapet and firing a webline at the first skyscraper. He yanked hard, zipping to the roof, and continued to sprint.

"Good man. Be careful, I don't want you getting _any closer_ than—"

He hung up, shrugging the bag off one shoulder and dumping the phone into a random pocket. Zipping it up, he leaped off his current roof, vaulted off the next, fired a webline at the nearest reasonably tall building and began to swing.

* * *

"Seriously? You think _that_ trick's going to save you?"

Teresa sensed the presence of Arachnolord through the cloud of powder—the result of her smashing a fire extinguisher against his head. She moved with all the stealth her training under Rena had given her, but when she aimed a punch at the back of his head Arachnolord dodged, warned by his own spider-sense. She retreated rapidly, but he had found her: as he advanced towards her, the knuckles of his gloves rose up as though something was growing under them.

"You little minx," he snarled, webbing her and pulling her towards him. One hand grabbed her shoulder, and then a punch slammed across her mouth, shredding the side of her mask and dropping her to her knees. Her spider-sense tingled as he wound up for a two-handed blow, and one of her hands found a piece of pipe that had been ripped out of the wall at some point.

She punched him in the stomach as hard as she could. Rising up as he cradled the impact, she grasped the pipe tightly and said, "Batter up," before hitting him in the head with it.

Arachnolord gasped in pain. He grabbed at the pipe, ripping it from her grasp, before grabbing her arm and forcing her to the floor. She could see large chitin growths along the back of his hand, beneath the tattered material of his glove, right before he punched her in the face hard enough to send her through the floor.

Amidst the screams of the residents of the apartment she found herself in, she shoved herself several feet away an instant before Arachnolord landed hard exactly where she had been. One civilian hit him in the back with a chair, which shattered against him, and he furiously backhanded him away. She watched him hit the window, cracking it, before Arachnolord looked behind himself, turned slightly, and kicked the civilian hard enough to shatter the brick wall and probably his pelvis, catapulting him out of the building.

"NO!" screamed Teresa, staggering to her feet. She charged Arachnolord as he turned to face her again, and although one fist slammed into his rib cage, he managed to catch the other one.

"Heh. Heroes," he growled. There was a flash of red outside the window. "You got spirit, little girl. We could call this whole thing off, and I could show you the best five minutes of your—"

Behind Arachnolord, a red and black human shape had appeared in the shattered window, and she could see their reflection in his silver-black eyepieces for an instant before he looked towards the mother and child trying to sneak around the two combatants.

"Let me break my response down for you," Teresa snarled. "One, I won't let you get away if I can help it. Two, five minutes? That's sad. And three—"

Specs grabbed a brick from the broken wall, tossing it to her as he vanished into a blur and she smashed the brick against Arachnolord's head with her free hand, hard enough to shatter the brick.

"I'm not attracted to dudes," she finished as he groaned, dragging himself back up. "Especially assholes."

Arachnolord fired a webline at her without turning all the way around. "Well, Spider-Dyke. I guess I'm going to have to deal with you the hard way."

She slid under his fist, slamming a heel into his crotch. As he yelled, trying desperately to stand, she glanced around the room. The remaining family had vanished. The front door leading into the hall lay shattered against the opposite wall, and a transparent, faintly golden webline drifted in the draft of the broken window.

"Nice work, Specs," she breathed, and turned to resume the fight.

* * *

"Wazzpinator having good day!" mused Waspinator, crawling in insectoid form through the building. "Not get shot once!"

Just then, Waspinator felt something slam into his chest armor. "Who dares attack Wazzpinator?!"

He looked down and saw a Spider-Man punching him.

"Wazzpinator is not impressed! You cannot defeat—"

"I don't have to!" yelled Blue, looking up at him. " _She_ does!" He dodged away as Waspinator transformed, grabbing at him with a giant metal hand.

"Wazzpinator doesn't know who _she_ is," he replied confusedly. The tall Spider-Man was crawling on his back, just out of reach.

"You will," Blue called. He managed to open up the metal just enough to let something in. "In fact, you'll find out right NOW!"

Honeybee stepped out from behind a shattered wall, made an extravagant gesture, and a colossal swarm of bees headed straight for Waspinator.

"HAH! Wazzpinator—OH SLAG! They're inside Wazzpinator!" He flew upwards, paying no heed to the floors and ceilings he smashed through as he hopelessly clawed at his own armor.

He was fifty feet above the building when suddenly, with almost comical abruptness, Waspinator literally fell to pieces.

"Not again…" he griped.

Far below, Blue and Honeybee high-fived as pieces of the Predacon began to fall in a swarm of bees. "Nice one!" Blue said, looking up at the metal rainfall.

"Thanks," Honeybee replied brightly. "So what do we do now?"

* * *

Julie Masters stalked up the stairs slowly, each footfall as silent as possible. She flattened herself against the wall as a crowd of people, dusted with plaster, barreled down beside her, and then the apartment building seemed to shake slightly and a chunk of the ceiling fell.

She stepped around the rubble nervously. This had been a stupid idea; she had already known that. But it was impossible to get a good shot of the action from the street, and Parker would probably come in with his stupid drone if he showed up. But _maybe,_ if she was lucky, she could get a few photos of the battle before beating a hasty retreat.

She was more than lucky. As she reached the top of a flight of stairs the wall down the hall shattered, and a Spider-Man in shredded red and blue was flung into the opposite wall. As he stuck there, shaking his head, two large, mechanical spider legs came through the hole in the wall and reached for him. Julie dropped to one knee, snapping two photos as the Spider-Man webbed one, then leaped off the wall and wrapped both legs in webbing. She darted a little bit down the hall as a robotic black widow spider came through the wall, ripping the webbing apart, and a redheaded woman in tattered scarlet crawled along its back.

All at once, the robot seemed to unfold, shifting in less than a second into a female humanoid shape. She gasped, taking another picture, as the robot swung around, shooting at the Spider-Man and destroying more of the hallway. Julie glanced up at the ceiling, beginning to backtrack down the hallway. There was a cracking noise in both walls, and Julie broke into a sprint as the ceiling started to collapse.

Something slammed into her, and suddenly she found herself on the stairwell, just outside the range of the collapsed ceiling, with someone's arm wrapped around her waist.

"Ach, geddoff!" she grunted, pulling at the arm. Its owner released her, and she turned to see the Spider-Man she was familiar with, barely an inch taller than her and outfitted in what amounted to modified sporting clothes. "I can handle myself!"

"Oh, sorry," Spider-Man said, already starting back up the stairs. "I'll be sure to let you get crushed next time." He was breathing hard, twitching, the shirt of his costume torn in patches and soaked with sweat. Both of the contraptions on his wrists glowed red, and as he started to swap out the cartridges Julie matter-of-factly popped the flash out on her camera and snapped a photo of him. The flash reflected off of his eyepieces.

"Agh. Yeah, yeah, laugh it up." As Julie retreated down the stairs, Specs turned back towards the battle and stretched one leg. Taking a few deep breaths, he rolled up his mask and spat on the floor before breaking into a sprint.

The tingling in his head jerked and snapped as gunfire tore apart an exterior wall. He flinched as two rooms away, Arachnolord threw a punch at Teresa. He kicked in the elevator door, dropping into the shaft and swinging onto the next floor up. As he touched the ground, something slammed into a wall in the distance, and he flinched at the pulse in the floor and leaped upwards again reflexively, bouncing off a wall and web-zipping out of a window.

He fired a webline at the brickwork, swinging around and back into a hole in the wall, right on time to see someone fall through a collapsing floor. It gave way under his feet, too, and one webline found a revealed steel girder as he fired the other towards—

— _NO,_ Specs realized wildly, _THE WHIPLASH—_

—he abandoned the line he had caught himself with as the second splattered against the screaming woman's shoulder, scrambling down it towards her as they both fell. When he reached her, he wrapped both arms around her, turning so that he was below her and firing a webline over her shoulder as the tingling rose—

His back hit the concrete foundations hard, her body landing on his and winding him. As he gasped for breath, rolling over and pushing himself up, the body lay still.

Specs looked at it silently. Gently, one hand touched her wrist—he knew what he was going to find, but if there was any chance…

Nothing. He shifted, finding the artery. Nothing. Specs closed his eyes tightly behind the mask, leaning back onto his knees with his head bowed low. He looked very, very small, kneeling in that basement as his hands trembled ever so slightly. The tingling in his head was growing slowly more insistent, bullets firing and punches being thrown and the cracking of walls itching at the back of his mind, but he couldn't find the self-preservation to care. Slowly, one leg at a time, he pushed himself to his feet.

 _ **move**_

Specs flinched, his eyes flying to the top corner of the basement. His mind suddenly dead clear, he could _feel_ the support in the wall about to give and ripped a cartridge from the strap around his waist. He threw it as hard and as fast as he could, and just as the steel I-beam suddenly broke and tore through the wall, the cartridge hit it and broke open.

He didn't wait to see if the resulting explosion of webbing would hold—if it didn't, he would know _very_ quickly. Glancing around quickly, he barely noticed the young man pressed into the corner next to a humming washing machine. Specs flung a hand out, middle and ring fingers practically crushing the trigger in his palm, and he was sprinting even as he reeled the webline in.

The man yelled sharply as he found himself yanked along with him. Specs heard something in the corner tear as he bolted towards the stairs, and when the young man had been pulled close enough Specs pulled him onto his back, leaping up the stairs in one jump and bursting through the building's front doors. Swinging the man off his back, Specs pushed him towards the nearest paramedic before turning and leaping back up the building.

* * *

Teresa ducked her head and squeezed her eyes shut as Arachnolord bodily smashed her head-first into a bathroom mirror. He dropped her, and she fell to the floor, hazily trying to push herself up.

"You're wearing out," Arachnolord noted, his shit-eating grin audible. "Getting tired. Making it all the easier for me to gut you like a fish."

As Teresa began to push herself back up, her fingers brushed across a large, triangular piece of broken glass. She stuck to it, gathering it into her palm. All at once, she whirled towards Arachnolord, swinging it at him.

He leaned back quickly, then grabbed her wrist before she could take another swing. Undeterred, Teresa dropped the shard and caught it in her other hand, slashing him across the stomach before pulling back and delivering another slash across his face.

Arachnolord jerked to the side, blood gushing from his now exposed cheek and mouth. The side of his face with the missing eyepiece was facing her, so Teresa could see both his amber eye and the long, sharp bottom teeth in his mouth.

"What…are you?" She whispered, slumping against the sink and breathing hard.

Arachnolord put a hand to the wall, recovering his breath. The blood running down his face didn't seem to faze him much as he looked towards Teresa, but not quite at her yet.

"My name is Peter Palmer," he said. His voice was quiet, but not soft, and there was gravel in it. "I was what you might call a guttersnipe. Until one day when I got bitten by a spider…and with great power, came great opportunity." He smiled at the memory. "And I took advantage of that opportunity. Not my fault you weren't smart enough to do the same." His eyes flicked to Teresa, his half-smirk just barely revealing his teeth. "What's it matter to you, anyway? This isn't even your world. You could get out of the way, leave Peter Parker to me, and what would you lose? Huh?" He pushed away from the wall. When he drew himself to his full height, as he did now, he was nearly a head taller than her. "But no. You're gonna play the hero. Well, bad news, little girl…" He grinned widely as he started towards her. "In real life, the heroes die."

"Oh, will you _shut up_!" Teresa slugged Arachnolord and sent him sprawling backwards.

* * *

"What, it isn't enough to terrorize my dimension?" Lucky snapped as he approached the two robots. "Now you Decepticons have to spread to other ones?"

"Decepticons?! You fool! We are Predacons!" Tarantulas replied.

"Seems like there isn't really a difference. Now what do you want?"

"Bring us this universe's version of Spider-Man or die!"

"Bring it!" Scarlet cried as she leaped into battle.

"Well, if that's the way you're going to be – Tarantulas! Beast mode!"

"Blackararchnia—beast mode!"

The two robots transformed back into giant spiders.

"Let's do this," Scarlet said.

* * *

The entire building slumped. Drake, who had just been starting towards the last apartment on the floor, almost lost his footing, and he heard a scream from inside. Gasping, he kicked through the door and saw a hole in the floor. He ran to it and looked down: a boy about his age had fallen through, but had been caught and was now being held bridal-style by Specs.

"Hey, Specs!" he called down, leaning over the hole casually. "When did you get here?"

"Five, ten minutes ago. Pay attention, man! Be right back." He hopped to the windowsill, then out of sight. He was back less than thirty seconds later, hopping through the hole, landing next to Drake, breathing hard.

"The building's coming down," Drake said somberly.

Specs nodded, not looking at him. "I know. One of the supports gave earlier. I blew a cartridge to hold it, but—" he gestured around at the slumping floor and cracking exterior walls. "Yeah. You've been on evac, haven't you?"

"Yeah," Drake said. "I've gotten through most of the building. A lot of people are dead." He paused, examining Specs' posture. "…Specs? Peter?"

The mask had small holes torn in it; bits of brown hair poked out of the top and back at odd angles as the silver-black eyepieces turned to stare at Drake.

"Are most of your battles like this?"

Specs was silent. He looked away, and then his head jerked up an instant before a scream pierced the air.

"That came from below us!" Drake shouted, starting towards the door. "We've got to—"

Specs was already gone.

* * *

"There, there. I'm not going to hurt you too much. I need you for far greater things…" Tarantulas hissed at a little girl. She was crying, pressing herself into the room's corner as Tarantulas, too big to fit the eight feet from floor to ceiling, moved in on her.

Something smashed through the wall just next to the girl, he felt _something_ hit him right in one of the eyes again, making him flinch backwards, and then a webline was on each of his front legs and a foot on the back of his head, pushing hard.

"Ah, _there_ you are," he muttered as he felt himself being pulled back.

Specs looked down at the Transformer beneath his feet. "Oh, am I late to my own party?" he said through gritted teeth. "Let me _make it up to you._ "

"Tarantulas— _TERRORIZE!_ "

The floor collapsed. Specs barely made it off the spider before it transformed into a robot about fifteen or twenty feet tall, standing in a hole in the floor and rounding on him as he stuck to the wall.

"So glad you could join us… _Parker,_ " Tarantulas hissed, almost whispering the name.

"Doesn't look like it," Specs snapped back, even as his blood ran cold and he gestured for the little girl to go through the hole he had made. She started to edge towards it when Tarantulas ripped away the floor in front of her. "Unless things like you celebrate with wanton destruction. What the hell are you, and what are you doing here?"

"I am Tarantulas, chief science officer of the Predacon vessel known as the _Darksyde_ , commanded by that delusional warlord who _dares_ to sully the name of Megatron! I am here for one reason…you. More specifically, someone has a score to settle with you…and she's promised us a piece of the action if we help her take you out."

"You _know_ she was probably lying, right?" He leaped off the wall as a crack jumped across it and fired a webline, swinging to the ceiling and sticking to it, still facing Tarantulas. "Warlords! They're all the same! What'd she promise you, Australia? You don't _want_ it! Everything there wants to kill you!"

"Joke if you like—"

"Thanks, think I will."

"—but don't think I can't see through you. You're terrified, boy. Look at the way you tremble. All this destruction—" he stepped forward. Specs flinched backwards as the floor crackled. "All this death…and look at you. Pretending to be a soldier in a war you can't win."

"Yeah, well, everyone loves an underdog," Specs muttered, but in all honesty he had stopped listening to the words the second the robot had called him "boy". He was staring at that little girl, trapped to the wall by the robot, her coating of dust interrupted by the clean lines down from each eye. He glanced between her and Tarantulas surreptitiously. Then he shifted one foot back and vanished from the spot.

 _ **MOVE**_

He had barely stopped moving, grabbing the little girl and pulling her into a position he could carry her in, when a huge arm came down above them and he barely pulled her away before it smashed through what was left of the floor. As the girl screamed, Specs fired a webline and swung her to the next floor down, sprinting before he hit the ground as Tarantulas morphed into a huge spider and came after them.

His leg was burning, his ribs screaming at him with every breath. Every crack in the wall, every falling brick or chunk of concrete scratched painfully at the back of his head, barely drowned out by the shrieking sensation pulling his attention towards the tarantula. The girl was screaming in his ear. His breath caught in his throat as, with a terrific cracking noise and a sensation in his mind like nails on a blackboard, the nearest exterior wall began to fall towards him.

" _DRAKE!_ " he screamed, his voice shrill, and he leaped through the nearest window feet-first.

* * *

"It has been so long since I dined upon organic prey," Blackarachnia hissed. Her clawed fingers swiped through the plaster walls where Lucky had been a second before.

"Sorry, but I'm not exactly _haute cuisine_. I'm more 'tastes great, less filling'," Lucky quipped, swinging around her and pulling himself upward.

"Insolent wretch! Do you not fear the Predacons?!"

Lucky silently fell in mid-air before punching Blackarachnia in one of her eyes.

"I've survived the Decepticons," he said. "And they're bigger than you."

Just then, Lucky's spider-sense blared, and he instinctively leaped away just before a mass of steel, glass, and concrete came tumbling down.

* * *

Seconds. That was all it took. Specs hung onto the wall across the street, cradling the little girl in one arm as he watched her home collapse inward and vanish into a cloud of dust that billowed through the streets and blinded everyone within half a mile.

There were police, fire and ambulance sirens filling the air. Screams and sobbing could be heard from the street below. Specs became aware, all at once, that that little girl was sobbing into his torn, sweat-soaked shirt. Gently, he held her closer as he began to climb towards the ground.

His feet touched the ground, a bolt of pain darting up one thigh, and he kneeled as he set down the girl. "Were your parents in there?" he whispered. She nodded tearfully, and Specs could almost physically feel the blow to his heart. The shadows of people were coming closer, and a pricking sensation nestled in the back of his head as he stood and looked around at them nervously. His gaze turned towards the source of the cloud, and with some hesitation he began to jog towards it.

Where there had once been an apartment building, there was now rubble. Six people were combing through it, looking for survivors and one of their own.

"Terry! Terry!" Drake called out. He dug through the rubble, throwing aside a large chunk of concrete. A collection of bees flew in front of him, attracting his attention.

Specs worked silently, digging through the wreckage with a desperate fervor. He had _felt_ a heartbeat here, he _knew_ it. The fabric of his gloves tore from his carelessness; his arms and legs ached; he barely noticed. One survivor, he told himself. One less scream he would hear at night, one less death to haunt him when his eyes closed. Tears blurred his vision. It would be enough. Just one, _please…_

There was no heartbeat. He slowed and stopped, leaning his weight on his hands as his shoulders shuddered.

"Guys? I think we found Terry." Honeybee piped up, nearly impossible to see through the dust. Specs, Blue, Lucky, Scarlet, and Drake turned practically in unison towards her voice, making their way to her as she held up a piece of rubble that would have intimidated even the strongest of them. Half-buried in the rubble beneath her was a female form in dark red and black. A lock of dark purple hair protruded from a tear in the mask.

"Terry!" Drake gasped, dropping down and rolling her over. "Oh my God, Terry. Please be alright—"

"She's got a pulse," Specs interrupted. His voice was barely a mumble, but it carried.

"How would you know that from over there?" Drake snapped, even as he checked with two fingers. "Oh, thank God. Terry! Wake up!"

A slow, mumbling sound was audible behind Teresa's mask.

Drake blinked. Lucky leaned forward. "…What was that?" he asked.

"Don' call me Terry," Teresa repeated, a little louder.

Honeybee laughed. It started out as a small giggle that grew into a high, loud laugh, shaking her frame and threatening to make her drop the slab. Everyone looked over at her, with hidden expressions ranging from relieved to amused to outraged

"I'm glad _somebody_ feels like laughing," Specs snapped, even as he stooped down next to Teresa. "Terry. Terry, look at me. I know you're kinda woozy, but—

"I'm _fine_ ," she said, slapping his hands away as she sat up. "…And it's Teresa! Seriously, what is with you guys? I don't want a nickname! Why do you all call me that?!"

"It's because we love you," Lucky snarked from where he was standing. There was a loud _thud_ as Honeybee set down the slab of concrete, and then he silence was broken only by sirens and screams.

"We should get out of here," Blue said grimly. "Let's head back to Specs' place and try to figure out what just happened."

"I've get a pretty good idea," Scarlet said. There were five _thwips_ and a loud buzzing noise as Honeybee rose into the air and one by one the Spider-Men began to swing away.

The last to go was Lucky, and he paused before his takeoff, looking at the hunched figure behind him. "Specs? You coming?"

The shorter Spider shook his head, head still bowed slightly. "I need to stay a little longer," he muttered, "help the rescue team. See if we can find any more survivors. You go ahead." The last statement was more of a whisper.

Lucky held on for another minute, staring at his alternate self. Hesitantly, one hand reached out, and Specs turned his head to look at it when it settled on his shoulder in an attempt at a reassuring pat. "Are you—" Lucky stopped. He released Specs' shoulder. Without another word and with more than a little regret, he pulled on his webline and swung into the dust cloud.

Specs looked up to watch him go. Then, silently, he dropped his head and wiped at his covered mouth with the back of a glove. The nearest rescue team was to his right. Taking a deep breath, he turned and ran to join them.

* * *

 **Note From Courier:**

 **-Arachnolord's real name is a reference to a famous misprint in Amazing Spider-Man #1 (the issue that introduced J. Jonah Jameson and the Chameleon).**

 **Note from Brackets:**

 **-The "Rena" mentioned in Teresa's internal monologue was Rena Raminoff, the cousin of Kraven the Hunter who trained Teresa and acted as a sort of mentor figure. And that is literally all I know of her.**


	9. Chapter 9

Blue reached the window first, firing another webline at the sill and pulling it up in one quick jerk from above. He waited for a second until he was positive the people in the window across the alley weren't there, then crawled down the wall and through the egress. Drake came next, hopping to the sill before clambering onto the bed beneath it, followed by a limping Teresa. Scarlet and Lucky slipped through, in that order, as Honeybee sat on the roof above until the space was empty enough for her wings.

She was just closing the window behind her when Ollie ran into the room. She looked distressed, which is good because it's like being hysterical without the panic. In a time like this no one would have blamed her for being hysterical. In a time like this no one would have blamed _anyone_ for being hysterical.

"Are you guys alright?" she asked, as Teresa pulled her mask off and sat in the chair at Specs' desk. "I saw what happened, it was on the news!"

"We're okay," said Scarlet, pushing sweat-matted hair out of her face.

"More or less," Drake amended tiredly.

"More or less."

Ollie looked slowly from face to masked face. Not all of them stared back. Her gaze finally settled on Teresa, who was staring into space as one might after a long, stressful day at work. "You don't look okay."

"Give her a gold star," Teresa mumbled. "(I call first dibs on the shower.)"

"Where's Specs?"

If a silence followed this query, it was because most of them hadn't noticed the absence at all. Lucky cleared his throat. "He stayed behind to help Search and Rescue. Seemed to take this pretty hard."

"The more I know about him," Scarlet said absently, "the more worried I get. Oh, so his parents are alive, but are never there for him. Oh, he's covered in scars. Oh, he doesn't sleep much, and when he does he wakes up screaming. Oh, so he fights on a hurt leg and broken ribs. From last night, remember? He tried not to bring it up, but you saw how he was kinda limping. Oh, so he takes collateral damage personally, and gets snippy when someone tries to make light of it. I dunno, is anyone else getting the feeling that he's kind of…damaged?" She looked at Lucky, then at Drake, who was nearby. "Or is it just me?"

"Who was trying to make light of _that?_ " Ollie asked, appalled.

Blue jabbed a thumb over his shoulder at Honeybee, whose wings had vanished and was now peeling off her domino mask. She looked at him, then at Ollie's glare. "Teresa said something funny!" she said defensively. "She was yelling at Drake about the 'Terry' thing! All I did was—okay, can we go out into the living room? This is a small bedroom. I'm getting claustrophobic."

Wordlessly, Ollie led the group through the door. On his way out, Lucky said "Actually, wait a second," and ducked into the bathroom. Because of this, he was the last one into the main room, and he carried a box of cotton balls under his arm. He tossed the box towards Honeybee, but it was intercepted by her swarm of bees and delivered gently into her hands.

"…What do you want me to do with this?" she asked, looking at it.

"Smear a few with that healing honey of yours and pass them around. As long as you have that and it makes no goddamn sense, you might as well put it to some use."

As Honeybee pulled off her gloves and began giving individual cotton balls a coating of honey, Drake slumped into his seat by the windows and looked at her curiously. "What healing honey?"

"She can secrete honey from her hands," Lucky said, shrugging as she handed him one of them. "It seems to accelerate the repair of damaged tissue it's applied to." He rubbed the cotton ball across the scrape down his leg. "Saved our bacon earlier, when Scarlet and I needed to patch up after getting caught in a gang war. Could you hand me another, please?"

Ollie sat up. "What's that about a gang war?" she asked.

Scarlet took a deep breath. "Well, we ran into this universe's Black Cat—"

Teresa seized up, her face taking on a "deer-in-the-headlights" expression.

"…You okay, Teresa?" Scarlet asked.

She had gone bone-white, staring at Scarlet as her breath hitched and shuddered like a car engine that wouldn't start. She sat down shakily, clasping her hands between her knees as she looked away.

"…Hey, it's okay," Drake said finally, beginning to put a hand on her shoulder and stopping halfway through. "You don't have to talk about it. Just calm down."

She tried, her breath catching and slowing, and nodded. "Thanks," she gasped. "I—the Black Cat of my world—I don't. I really, _really_ don't want to talk about it." She looked up, giving Drake a small smile. "Thanks." She glanced back at Scarlet, now looking somewhat embarrassed. "…What were you saying?"

Scarlet stared for a few more seconds, as though waiting to see for sure if she was alright. "Well," she continued finally, "we ran into her, she gave us a bit of info on the gangs in the neighborhood, and then we got caught up in a bit of a turf war between two of them. I swear it was like something out of _The Warriors_. Long story short, Lucky and I barely made out with our lives."

"Jeez," Ollie breathed. "…And was the other fight part of that? I only saw the end of it, when the channel interrupted the show for the news."

"No," Drake said. "Terry and I got there first. They said they were looking for Specs, but then—well, that happened." He sighed, rubbing a sore spot with a cotton ball.

Teresa rolled her eyes at the nickname and then turned to Scarlet. "You and Lucky looked like you knew what those robots were," she said bluntly.

"That's because we've seen something similar back home," Lucky replied. "They're called Decepticons."

A long, pregnant silence settled over the room. Blue's eyebrows rose steadily.

"You're saying you have Transformers?" Drake finally asked.

Lucky nodded.

Drake leaned back sharply, as though not sure whether to be impressed or annoyed. "I've said it before, and I'll say it again. Your universe sounds so much cooler than mine."

Ollie quickly perked up. "Does your universe have a GI Joe?"

"We decided to call the individual worlds 'iterations,' by the way. But yeah, we do. I think ours is on the third generation—there was the Adventure Team from World War II and Korea up through Vietnam, and then the first GI Joe to bear the name was back in the '70s and early '80s. You want to get Uncle Ben going, just ask him about those days—"

"Your Uncle Ben's still alive?" Blue asked.

Lucky nodded.

Blue took a deep breath, attempting to process this. "And, um, how—how is he?"

"He's…fine." The two Peter Parkers exchanged long stares, one full of regret and the other cautiously curious. "He's a little frustrated about being laid off, but he's—why? Did something happen to your Uncle Ben?"

Blue nodded, looking down mournfully. "Now I see why Specs called you 'Lucky'," he muttered.

Honeybee, in the middle of prepping another cotton ball, leaned forward suddenly, looking between the two. "I just realized something!" she exclaimed. "You're both versions of Peter Parker! And Specs is too!"

"Really?" Scarlet replied flatly. "Good observation."

"And—and when I talked to _my_ version of Spiderman before I became a superhero—"

"It's _Spider-Man,_ " Lucky interrupted, a sinking in his stomach, "there's a little pause—"

"He got really, really sad when he mentioned someone he lost…" Honeybee put her hand to her chin as Blue slowly looked up, alarm in his eyes. "…Is it possible that _he's_ a Peter Parker too?"

Lucky and Blue locked eyes, both immediately understanding what to do. "No," said Blue loudly.

"It could just as easily be Drake," Lucky said, gesturing hastily towards him. "Or—or a male version of Teresa."

"Yeah! And P-Peter Parker is, you know, a nerd! I hope. I'd hate there to be an iteration where he's a jock."

"A sample size of three is too small to know anything for sure," Lucky stammered. He glanced at Ollie, sitting right next to him, and hissed " _Help!_ " through his teeth.

Ollie, whose eyes were wide as saucers, coughed. "What else've you got, Lucky? Do you have X-Men in your universe?"

"Yeah! Yes, we do," said Lucky, relaxing. "Scarlet and I haven't gotten to working with them yet, but that may change depending on what weirdness goes on in the future."

Ollie was practically bouncing.

"What else?"

"There's an outfit called MASK," Scarlet said, counting off on her fingers. "They used to be a big thing in the '80s, but they recently made a comeback—by working alongside the X-Men, oddly enough. There's another outfit called the Central Organization of Police Specialists- unoriginal acronym, but I didn't name it. They arrived in New York after the Green Goblin was arrested and one of OsCorp's plans was revealed. And then there's some group called Earth Corps out on the West Coast, but I don't know too much about them."

"Anything else? Does your universe have the Avengers or the Fantastic Four?"

Lucky bit his lip.

"Yeah, we've got both. I think. Avengers…I know we've got them. Fantastic Four…that's Reed Richards' group, isn't it?"

"Is in my universe." Ollie snarked.

"Iteration."

"Whatever."

"Wait, you've got a Fantastic Four but no Doctor Doom?" Blue asked.

"Look, Scarlet and I are kinda new to this whole superhero thing," Lucky said irritably. "For all I know, there is a Doctor Doom, but he's not yet shown his face."

" _He's the dictator of Latveria!_ "

"My major's science, not social studies."

Teresa raised her hand.

"What've you got that's…well, of interest to normal people? What's the music scene like?"

"A lot like the '80s, believe it or not."

"Lemme guess—your universe has a Jem and the Holograms and a Misfits." Blue groaned.

"How'd you know?"

"Picked up on the trend of '80s cartoons being real things in your universe's present day." He folded his arms, taking a deep breath. "You got Medieval Scottish gargoyles running around the Big Apple at night, too?"

"That's a '90s cartoon, Blue," Drake replied.

"Same difference."

"We do, actually," Lucky said. Blue gestured towards him, giving Drake an exaggerated look.

It was Honeybee's turn to ask questions. "What else is there?!"

"Um, cybernetics, magic (apparently), megacorps—"

"Okay, it's official. Lucky and Scarlet's universe is probably cooler than all of ours. Except Ollie's." Drake groaned.

"Whatever. I'm gonna go take my shower now," Teresa said. She stood stiffly, hissed and flinched, and clutched her leg. "Ah. Honeybee, could you maybe pass me another cotton ball? Thanks."

* * *

 _Please—_

The enormous chunk of concrete, piled high with rubble, shifted.

 _One, two, three, PLEASE—_

The ground beneath Specs' feet cracked from the strain he was putting on it. His knees were almost to the ground. The concrete shifted a little more. The segment of the lip he was holding broke off in his hand, and he shifted his grip so fast there wasn't even a blur.

Crouched as he was, his hands under the lip of the concrete at the bottom of a mountain of rubble the size of a semitruck, he clenched his jaw until his teeth ached and squeezed his eyes shut so tightly tears formed. His arms trembled under the strain, his hands had long ago started bleeding, and the ground was cracking under him, but the concrete slowly, agonizingly inched upward.

All at once, it jumped three feet upwards, and he gasped from the sudden shift and desperately changed his grip to keep it suspended over his head. "Brace it!" he yelled through his teeth. "BRACE IT!"

The two firemen behind him rushed forward, each holding a two-foot cylinder with large, square ends and a hydraulic tube leading back to a large machine on wheels. They held the cylinders vertically in the gap Specs had given them, and the machine roared to life, extending them like telescopes until both ends pressed hard into the concrete above them and the ground below.

Specs dropped his arms, gasping. His shirt was soaked with sweat; his eyepieces thoroughly scratched; the thin black fabric that had been the fingers and palms of his gloves was long gone. He dropped his head, managing to steady his breath as he stared into the darkness he had just opened up.

"You're _sure_ there's someone in there?" said the fireman at his left.

Specs nodded, though hesitantly. "Pretty sure," he said breathlessly, his lips tripping over themselves. "Felt something moving. Can't now, that thing's on—" he gestured backwards at the machine that powered the hydraulic braces, which had groaned and audibly shifted gears when the braces had taken the rubble's full weight "—but there was something. I think. Flashlight?"

The fireman on the left handed him a small, bright yellow flashlight with a wrist strap. Specs took it, clicking it on, and the beam from its diodes lit up the space before him with a bright, slightly harsh light. He pulled his mask up to his nose and took the flashlight between his teeth, shifting onto all fours and crawling inside like a spider.

"Why are we working with that mutant?" muttered the fireman on the right.

"He's not a mutant and you know it. His DNA was changed with a virus or some shit. That's what he told the news when they asked him."

"Well, of course he's not gonna _tell_ them he's a mutant. But even if he's not, look at this shit!" He gestured around him, at the rubble piled high on all sides, at the flaming gas pipe sticking up nearby and spewing black smoke into the air, at the three ambulances in the street, doors open and medics working frantically, at the body bags. "This is only getting worse! The kid's been running around New York in his pajamas for a _year_ like he goddamn _owns_ the place, and everywhere he goes he brings death and—and chaos!" His arms dropped, and he looked down at the concrete being jacked up next to them. "Fucking Marvels, man. Does he really think helping us here makes up for all this?"

"No," called a small, slightly distressed voice from beneath. It was barely loud enough to hear. "I don't. And they're not pajamas."

Specs put the flashlight back between his teeth, crawling a few feet more. He felt his mind becoming frayed at the edges as desperation clawed at his heart. The vibration of the engine through the ground was uncomfortable, making him constantly shift his hands and feet even when still, but he was sure he had felt _something_ move almost exactly beneath him. He maneuvered the flashlight to point at the rubble beneath him, punched his way through the carpeted laminate and and bamboo that had once made up a floor, and began to shift through the broken structures beneath it.

 _Please…_ _ **please**_ _be alive…_

It was slow work, relatively speaking. He managed to dig ten feet in half as many minutes, although much of that consisted of shifting aside beams and crushed furniture. He was becoming increasingly frenzied as he went—if he had gotten this close, the ripples of movement should have become noticeable even over the vibration of the engine—and he felt blisters forming on his hands as he worked. He reached a concrete barrier, his fists slammed into and cracks jumped through it, and as it started to give something above him shifted violently down—

— _The ceiling gave way, and the water began to flood in like a tsunami—he could barely stand, let alone run; the waters of the East River swept him up and submerged him instantly—he held a flask tight to his chest, as the current tried to rip it from him he could feel the casing crack—he was drowning; he hadn't needed to swim in years and now water was spilling into his lungs as he frantically tried to kick for a surface that wasn't there—he was going to die, he was trapped in a collapsing tunnel and no one would find his body—no—no—AUNT MAY—_

Specs screamed, frantically kicking and flailing at the edges of the tunnel that surrounded him, as the tingling in the back of his head spasmed and spiked. He screamed again, but then the flashlight that had fallen from his mouth blasted white light into his eyes and he was back in the rubble of a collapsed apartment, looking for survivors he knew he wouldn't find.

His heart was still pounding like he had sprinted a marathon, his chest was tight and his breathing wouldn't slow down, and he frantically blasted through the last of the concrete and fell out into a shallow chamber.

He scooped up the flashlight in trembling fingers, shining it around at his surroundings. A fallen support beam had apparently served as a kind of roof a few feet above him, keeping further rubble from falling in and crushing any occupants. It smelled terrible. The human body voids its bladder and bowels upon death, and now the stench of urine and feces mixed with that of blood and sweat and Specs almost threw up in response. He wasn't a stranger to it, though, and his heart sank as he looked around with the flashlight. Nothing, nothing—blood. Specs raised the flashlight hesitantly, knowing what he'd find, and felt his heart take another blow.

A body, half-buried in the wall of the small pocket, coated in dust and with broken rebar punching through its torso in three separate places. Blood soaked its shirt and lips, and the eyes were open, frozen in a stare of terror and pure pain. Specs' breath hitched, and it wasn't from the smell. Slowly, he inched forward and grabbed the nearest blood-covered rebar with both hands, easily straightening it. Doing the same with the other two, he grabbed the body by the arm and began to wrench it out of the heap.

So occupied was he with making sure the chamber didn't cave in as he pulled the body out of its wall, tacking rubble in place with webbing every time it began to slip, that it wasn't until he was done that he looked down at the corpse, realizing something. Hesitantly, uncomfortably, he set his hands on its forehead. It was cold. It had been dead for at least twenty minutes.

He looked up. _…So what was moving?_

Stepping over the body with more than a bit of trepidation, he grabbed the edge of the rubble he had tacked up and pushed it upwards. It inched up as he gritted his teeth against the strain, and the tingling in his head spiked several times as he felt something within the mass shifting dramatically. Peering into the hole, he closed his eyes suddenly as the light from the flashlight in his mouth glared off of something green. Specs cracked his eyes open as a webline snagged the scrap and pulled it towards him until he could scoop it into his hand. The edges were rough in his hand, and as he turned it towards him he could see a fragment of his own reflection, distorted and colored green.

It was a piece of metal, although the type of metal was completely alien to him. An oddly-sized piece, with edges suggesting it had been painstakingly torn away from a larger mass. The fact that it could easily fit in the hand suggested to him that one of his counterparts had been doing the tearing. He furrowed his brow beneath the mask as he looked up, thinking…

" _OH SLAG! THEY'RE INSIDE WAZZPINATOR!"_

He looked back down at the piece. _The bee robot...?_ Shifting onto all fours, he shined the flashlight into the hole he had found the fragment in, looking for the pieces of the droid that had fallen. There were none. And furthermore…

 _That rubble did not_ fall _that way,_ he realized as he looked at the way it was heaped and crumpled against itself. _Something shifted it, so where's—no._

Three minutes later, Specs crawled out from under the concrete, dragging the cold corpse behind him and dropping it as he shifted back into a bipedal stance. The green fragment still in his hand, he took a few quick, blank steps forward, staring at nothing and ignoring the exclamations of "Jesus!" and "Is this guy all you found?" from behind him. He raised a hand and finger to himself, thinking. Turning halfway around, he mentally traced the path he had taken through the rubble until he looked up in the direction the shifted section had been in. One foot started to move in that direction.

"Hey! You just gonna leave a dead guy at our feet for us to deal with?! What the hell are you doing?"

He looked back at the pair of firemen sharply, then to the path he was starting to take. His mouth opened silently as he took a few more shifty, awkward steps away. "I…this takes precedence!" He broke into a kind of backwards trot, his words coming with more difficulty and his heart rising into his throat. "Can you—get the body out of the way, over to the g-guys in charge of that! I-I'm sorry!" He turned and broke into a jog for a few steps before bouncing over a thirty-foot obstacle in his way and out of sight.

"I told you," said the second fireman flatly. "Just running off. He does not care."

 _No. Please, no._ Specs slowed as he looked at the edge of the disaster zone, and how a small line of rubble trailed away from the edge of the heaps. He bent down and swiped his bare fingers across the ground, and when they came back up the tips were streaked with a substance he didn't recognize but brought to mind various mechanical fluids. _No, no, no._ Breaking into an eighty-mile-an-hour jog, he crossed the street and followed the trail into a dead-end alleyway before skidding to a stop at a large hole in the ground where he might expect there to be a sewer access point.

He stared down at it in utter horror for what seemed like an eternity before dropping down into it. His feet hit the sewer floor with a wet smack, and he stood up from his crouch and looked around the junction he found himself in. Five different tunnels branched away from this spot, and the water along the sewer floor had destroyed any trail they may have had. Almost frantically he pressed his fingertips into the floor, only to jerk them away as a subway roared by maybe a hundred feet away.

 _They're_ gone, _Parker._

He stood again, turning to look at each tunnel in turn before raising both arms and beginning to fire weblines. They splattered against the walls, reaching far into the tunnels and extending his range a hundred fold, and by the time he was done probably thirty weblines were gathered in his hands and he connected them all tightly together above him with a few web shots.

 _They are_ long _gone. You let them get away._

Specs pulled himself into the center of the makeshift spider web, fingers curling around multiple lines at once as he closed his eyes and felt along them. Some months ago it occurred to him that this must be how Matt saw the world all the time, but now the thought was far from his mind as his brow furrowed and he tried to understand the sensations. Footsteps from above, a toilet flushing, the horn of a careless cabbie, rats scurrying and scratching at the walls, a basketball hitting the ground again and again and again—

 _But no giant robots, and no evil you. You're alone down here._

Desperate, his breath heaving, he shifted his grip, pulling the weblines so tight they stretched dramatically and he could feel his own heartbeat echoing back from the nearest anchors. He opened his now-wild eyes, looking around desperately as if it would help—searching for something, _anything_ —

Nothing. Slowly, his fingers uncurled and his head drooped, the weblines twanging slightly as he released them. He shifted from his crouched position to sitting with his legs crossed, his elbows on his knees. His vision blurred; he pushed his eyepieces up, rubbing his eyes through the mask, before gently plucking one webline like a guitar string. He sighed through his nose, his heart heavy in his stomach, as he looked up at the light shining through the hole.

No time to feel sorry for himself. Specs felt his features harden under the mask and he took a deep, throaty breath, making a sound like " _Hurm_." He shifted back into a crouch, one foot on the center of the web, and jumped.

* * *

"Well, here we are," Blackarachnia snarked, eyeing a large abandoned warehouse in the Narrows. "Home sweet home for the time being." On her back were the various pieces of Waspinator.

"This started out as being such a good day for Wazzpinator! Then stupid organics tag-teamed Wazzpinator and caused him to fall apart! Wazzpinator want to re-negotiate contract!" Waspinator's head complained.

"Shut up!" Arachnolord snapped. He turned his attention to Tarantulas and Blackarachnia. "You two know more about putting this whiner back together than me." He started towards the warehouse restroom, rolling his arm and clutching the wound midway up his bicep. "Meantime, I've got to work on patching up my own wounds."

In the warehouse bathroom, Arachnolord gingerly looked over his wounds. An enormous, purpling bruise across his leg, several small gashes and bruises across his upper body, a long cut across his chest and a similar one on his cheek.

 _She is going to pay,_ he thought, examining this last one. He shed the upper portion of his costume, revealing a collection of thick black hairs that dotted his skin in between the natural human hair, and reached for a wall-mounted first aid kit, ripping its cover off the hinges. It was surprisingly well-equipped, and he dug out a bottle of morphine sulfate and injected a dose into his brachial artery. Then he turned his attention to a rather significant wound—an embedded glass shard in his upper left arm. A souvenir from the building's collapse. He sterilized a scalpel and set of tweezers with rubbing alcohol. Once all the prep work was done, he began operating on himself.

To an outside observer, Arachnolord's movements were almost mechanical, as if he were a flesh-and-blood robot. If such a thing were possible, he came off as more of a machine than the trio of Transformers in the main portion of the warehouse.

"Okay, I can hear you doing self-surgery," Blackarachnia said from outside the door. "Maybe we should find you a street doctor for the next time you get busted up."

"I didn't know you cared," Arachnolord called back.

"I don't. It's just that you can more easily blend in than us."

Arachnolord gave an inhuman hiss at his cohort, and then returned to his work.

* * *

Steam from the shower had fogged over the bathroom mirror, despite the fan whirring above her. Teresa wiped off the mirror and pushed a soaked lock of purple hair out of the way to examine the spot on her temple where Arachnolord had smashed her head into a counter. The honey had healed the wound admirably, but the regenerated flesh was still tender to the touch. She frowned at it for another moment before ducking down the cupboard under the sink and pulling out a fresh towel.

She had just finished drying herself off when she realized something. Freezing in place, she sighed and tapped on the door before opening it a crack. "Guys?" she called, blushing slightly.

There was a pause outside, before Scarlet's voice answered, "Yeah?"

"I don't have any spare clothes," Teresa said embarrassedly. "Could somebody grab me something?"

"Oh! Sure, just a second!" Scarlet called back, and there was a pause while Teresa leaned against the counter and whistled to herself awkwardly. After a few minutes, Scarlet knocked on the door, and Teresa cracked it open a little more, covering herself with the towel.

"Here," Scarlet said, handing her some underwear, jeans, and a white sweater. "I think Specs' mom is bigger than you, but you'll have to make it work for now."

"Thanks," Teresa said, and several minutes later, she was leaning against the wall of the main room, the sweater baggy on her frame and the legs of the jeans rolled up several turns to end at her ankles.

"This actually brings up a good point," Lucky noted. "When Specs gets back, we're going to need to talk about getting spare street clothes."

"And the costumes," Drake added. "Someone's going to need to patch these up. We've got no idea as to where those four psychos currently are, but I want us to be ready if they pop back up."

Lucky raised his hand.

"Aunt May and Uncle Ben taught me how to sew- said it was a good skill for anyone to have."

"I can sew too—wait, your _Ben_ taught you how to sew?" Blue asked, with genuine curiosity in his voice. "Where'd he pick that up?"

Lucky shrugged. "Said he learned it from a guy named Carl Greer when they were in the old GI Joe."

"Was this Greer guy a medic or something?" Ollie asked.

"Again, from what I've heard, he was a medic or something. Does your iteration of GI Joe have a Carl Greer?"

Ollie bit down on her lip.

"I think they may have had one at some point, but from what I've heard, I think he was killed in action before I got there."

"Funny…from what Uncle Ben's told me, the Greer in my iteration's with the current GI Joe. Must be pushing sixty or something by now." Lucky replied.

Just then, there was a rumbling noise.

"Sorry- that was me! I haven't had anything to eat all day!" Scarlet said.

Teresa adjusted her sweater again.

"Can anyone here cook?"

Lucky raised his hand.

"I've been living on my own for a few months. I learned to cook by necessity…especially thanks to my old roommate Harry Osborne. He couldn't cook to save his life, and I didn't want to go into debt ordering takeout on a regular basis."

Teresa smiled.

* * *

"Okay, so let's review. We got our asses handed to us by Spider-Man at the seawall today, and then our usual hangout got closed down because of a turf war that another Spider-Man got involved in. I say we find them and give 'em a taste of brass!" a punk said, brandishing a pair of knuckledusters.

Just then, the trio of punks saw a man walk out of a warehouse, with evidence of freshly patched-up wounds.

"What's wrong with this picture? A guy with a body hair problem walks out of a street clinic in his skivvies." one of the others piped up.

He whistled at the stranger.

"Nice day for a walk, huh?"

"Yeah. Nice day for a walk." came the reply.

"Wash day tomorrow! Nothing clean, right?"

"Yeah. Nothing clean."

The lead punk turned to his cohorts.

"This guy's a couple cans short of a six-pack!"

"Your clothes. Fork 'em over." the stranger demanded

The lead punk flipped off the mysterious man and was punched into a wall for his troubles.

"Fuck you, asshole!" one of the other two yelled.

Arachnolord smirked.

"What? They don't have _The Terminator_ here?" he snarked.

The remaining two punks barely had any time to react before Arachnolord made his move. One of them pulled out a knife and got his neck snapped, while the sole survivor got punched into a wall as he tried to flee. Once it was over, Arachnolord looked over the dead and unconscious lowlifes and proceeded to strip them of various garments. From the dead one, he took a pair of combat boots and leather pants. From the second unconscious one, a T-shirt for some band called "Catharsis" and a pair of sunglasses. And from the leader, he took a black leather jacket.

He turned and faced a mirror lying in a nearby alleyway and looked himself over.

"Looking good, Palmer. Nobody'll ever suspect you're that evil Spider-Man. Not even that little brat who beat you." he said to himself.

* * *

"Okay, so if your iteration has a GI Joe, does it also have a Cobra?" Ollie asked.

Lucky looked up from the pot of boiling water.

"Yeah. It does. Mind passing me that box of spaghetti?"

Ollie did so.

"So, what're they like?"

"It's…weird. Whenever they're not up to some big plan, they seem pretty competent. But when they aim big, their schemes are pretty out there and tend to fail."

Ollie nodded.

"So, is your Cobra Commander a snake man from an ancient civilization or something?"

Lucky blinked.

"I…don't think so. Then again, I've only had one run-in with my iteration's Cobra, and most what I know about them come from what I've seen on the news. But if you're asking me if I've run into any of the big names, I've gone up against the Baroness and Destro and managed to get away. Hopefully, I won't run into those two again."

* * *

"Um, Scarlet? Mind if I ask how and Lucky got your powers?" Teresa asked.

"We got bitten by a genetically engineered spider during a tour of an OsCorp research facility."

"Well, that puts us at…seven people who got our powers from being bitten by a spider. You, me, Drake, Lucky, probably Specs and Blue, and that Arachnolord psycho."

"And I got stung by a radioactive queen bee." Honeybee piped up.

Teresa blinked.

"I'd ask how that worked, but seeing as how the bulk of us got our powers from something similar, I'll shut my trap."

"What about Ollie? Did she get bitten—"

"She's a mutant." Drake replied.

Honeybee nodded, satisfied with this explanation.

* * *

 **Notes From Courier:**

 **-The Central Organization of Police Specialists is the eponymous organization of the late 1980s cartoon series "COPS".**

 **-Catharsis is a Russian heavy metal band.**

 **-Carl Greer is Doc from GI Joe. In Earth-H, he was on the original GI Joe team alongside Clayton "Hawk" Abernathy, Joe Colton Junior, Marie Danvers, Ben Parker, Nathaniel Summers, and Wade Wilson. Of those, Hawk, Colton, and Doc are on the current GI Joe roster. As for the rest, Danvers and Parker ended up going back into civilian life, Summers got killed by Miles Mayhem from "MASK", and Wilson's kicking around as Deadpool. In the Misfits universe, he's presumably dead thanks to events in the Devil's Due run of the GI Joe comic.**

 **-Earth Corps are the main protagonists of the '80s cartoon "Inhumanoids". Their Earth-H versions are pretty much the same as the original cartoon, with the exceptions of Marcus "Bombardier" Fischer and Elizabeth "Sabre Jet" Walker (both OCs, but the latter is a reworking of a character from the original show.)**

 **Notes From Brackets:**

 **-The virus mentioned by that fireman is the Oz virus. A very early-phase version, used to hybridize a collection of common house spiders with traits from five or six other species. Looks like it's transmittable to humans. Oops.**

 **-Specs mentioned "Matt" in this chapter, as in Murdock. Spider-Man and Daredevil are pretty good friends in Earth-61610, although not nearly as close as Specs would like.**

 **-Specs' grunt of " _Hurm_ " is borrowed, of course, from Rorschach of _Watchmen._**


	10. Chapter 10

Had anyone else been in the room, they would have been impressed with the way the window slid open and Specs crawled through, closing it behind him, all without a sound. He sat on the edge of the bed for a second, his shoulders shaking silently as he stared down at his hands, the material that had covered the fingers and palms shredded to nothing and blood and dirt coating the skin beneath. The view was slightly obscured by the scratches that covered his eyepieces, and he sighed and pressed his index and middle fingers to each and pulled.

The glue holding them in place tore almost immediately. Specs threw them aside halfheartedly, finding the seams where his gloves ended and pulling them off. He stood, tossing them in the wire-mesh trash can on his way past the desk, and dug through his closet. At length he found a bizarre ensemble consisting of cargo pants, a silver compression shirt, and a black leather jacket with a stylized letter R on the back. He ignored most of the costume and instead dug through the jacket's pockets until he found a pair of black gloves. Once upon a time, they had been heavy-duty work gloves, all nylon and leather with carbon-fiber knuckles, but the fingers had been cut off and replaced with a much thinner material. He grabbed the gloves and started towards the door, but paused when he saw his reflection in the mirror on the back of it.

His costume was soaked with sweat and pockmarked with small holes; the spider on his chest was obscured by a large stain on the right side of his chest. His whole posture was slumped and miserable. With his eyepieces gone, his eyes were clearly visible—bloodshot with sweat, the surrounding area red and puffy, framed by black vinyl rims that flared up in the top corners. He crossed back to his dresser and plucked a pair of goggles from where they lay on top of some handwritten notes, slipping them over his mask. They had wide lenses, designed to fit over a pair of glasses, and covered the holes where his eyepieces would have been perfectly. Plucking the clip-on eye loupe from its spot in front of the right lens, he tossed it back on the dresser before leaving the room and crossing over to the bathroom.

His web-shooters were strapped to his wrists with a pair of wide, black leather straps. He pushed each trigger back into the body of its shooter until they clicked before washing his hands. He counted off twenty seconds under his breath as he scrubbed. If he let himself, he feared, he would go full Lady Macbeth and blankly scrub for almost an hour. Shutting off the faucet, he was midway through toweling off his hands when his flitting, breathless mind landed on the sight he had momentarily glanced at just before entering the bathroom. He stopped and stepped out of the door, down the hall and into the main room.

The other Spiders were currently sitting around in the main room, with the exceptions of Lucky and Ollie, who were in the kitchen segment on the other side of the island counter. The TV was on, a generic action movie dancing across the screen, and there was the smell of cooking pasta in the air.

"What the _fuck?_ " he breathed, but it was enough to get someone's attention.

"Oh, there you are, Specs," said Teresa, getting up off the couch and walking around it towards him. "Quick question—what's the plan regarding street clothes?"

Specs stared at her blankly for a few seconds, his head tilted slightly. The goggles had tinted automatically when he had entered the brightly lit room, but she could feel the bafflement he practically radiated. "Hall closet has some of Gwen's old things…" he mumbled, a thumb drifting over his shoulder. "You, Scarlet, and Honeybee can wear those."

Teresa nodded and started down the hall, brushing past him. The flinch he gave in response was something of an overreaction, but he continued staring at the room at large. Drawing himself up to his full height, he said, enunciating clearly, " _TV Off!_ "

There was a pause, and then the screen went black. The two people who had sat watching it started, and Drake looked back at Specs. "Dude!" he said indignantly.

Specs ignored him, turning towards the windows. " _Windows to 85% Opacity!_ " As the windows darkened until you could only faintly see the city outside, Specs' goggles faded until you could see his eyes behind them. They were glaring. "What the hell are you all doing?" he demanded.

"Making lunch," called Ollie from where she sat on the island counter. "You want some?"

He looked at her quizzically. "Not…not interested." This was a lie. "Right now, we've got bigger fish to fry. Those four…things are still out there, and we've got no idea where they went!"

"You're saying they survived having a building dropped on them?" Drake asked.

"Yes, that sounds pretty much exactly like what I'm saying," Specs snarked, storming towards the kitchen and shrugging his backpack onto one shoulder. He unzipped it and pulled out the fragment of green metal, which he held in Lucky's face. "What is this?"

Lucky leaned away, staring not at the metal, but at the boy holding it. "…I dunno. What _is_ that?"

"It's a piece that came off of that one robot. _Wazzzpinnatorr._ " He did a poor imitation of the Transformer in question's voice. "Found it in some rubble that looked like something had dug its way out from beneath. Trail led to a nearby sewer entry. Scarlet said you guys had a pretty good idea of what those things were, so you should know something about this alloy."

"Oh. Well in that case, it's kind of an organic metal." Lucky shrugged at the look Specs gave him at this comment. "There've been studies ever since we made official first contact. The full disclosure is post-doc level, and I'm still going for my bachelor's. But I know it's made of metallic 'cells', it has DNA or something like it, and the carbon content is surprisingly high. It can repair itself, so long as it's connected to the Transformer's Spark."

Specs lowered the fragment, twirling it between his hands and taking a deep breath. "Ooo-kay. I think I can work with that. But enough talk—we've got to go after them and stop them from doing something like this again." He dropped the piece onto the counter, walking around the island and grabbing a soup can out of the pantry on his way past. "And we need to move _now_!"

Scarlet walked up to her boyfriend's interdimensional counterpart.

"Specs, listen to me. You were there at that fight. You _know_ that right now, we are in no state to go up against three Transformers and some psycho who's got the same powers as most of us. If we move now, we might as well submit our obituaries beforehand, because there's no way _we're_ coming out alive from that sort of fight. We need time to rest, collect ourselves, and otherwise kick back and recover."

"We don't have that kind of time!"

"We do. If those things managed to survive that collapsing building, I'm pretty certain they're preoccupied with recovering as much as we are. You saw Waspinator fall to pieces— even if the other three managed to get out with nary a scratch (and they probably didn't), they're going to need time to put him back together."

Specs opened his mouth in protest, but Blue raised his hand as if to say 'Let her say her piece first'.

"Which brings me to my next point. Yes, we need to find the bad guys and _soon_ before they decide to do an encore. Now, you said that the trail ended up in a sewer?"

"Yeah, it did." Specs stopped as he stuck a thumb to the top of the soup can and ripped it up, folding it back. Giving Scarlet a glance as he pulled his mask up to his nose, he put the can to his lips and began to drink it down.

"You maybe wanna heat that up?" Lucky asked, his arms folded as he leaned against the counter.

"It's fine like this," Specs muttered, then finished chugging the can and tossed it into the sink. "The _problem_ is, the water got rid of the trail, and there were five different tunnels they could've taken. I tried to pick up any vibrations, but by the time I got there, they were long gone."

"Basically," said Blue, "you're saying we've got no idea where they went or how to find them. That's another good reason we should rest up and take a breather for the time being- we can't afford to be out on a wild goose chase. Our best bet is to take stock and wait for them to make a move. In fact, I'm pretty sure it's our only real option here."

Specs narrowed his eyes at the others. "You're all forgetting something. Yeah, those four probably aren't in any shape to go after us either. But any time we take for R&R, _they_ 'll be doing the same." He sauntered away from Scarlet and towards the center of the room as he pulled the black gloves on, tightening the Velcro strap at the base of each. "And when they're done recuperating, they'll try again. And then," he said through gritted teeth, "this _exact same thing_ will happen all over again, we'll be back at Square One, and the only difference is that more people will be dead! If we move now, we—"

"Specs, calm down," said Scarlet, stepping after him. "Freaking out over what they might do won't change the fact that none of us is in any state to make a move now. You were there at that fight—we're all pretty frazzled both physically and mentally. And against Transformers, we can't afford to be frazzled."

"Um—Specs?" Teresa said, stepping back into the room as tenderly as if she was entering a minefield.

He ignored her, focusing exclusively on Scarlet and shifting into a slightly more aggressive stance as she approached. "Newsflash," he snarled. "They _know my name_! _Best_ -case scenario is that they walk up to my door, fling it open, and reveal that I'm Spider-Man to the entire world!" He turned as if on a pivot to look at Lucky, then at Blue. "You. _Are. Me,_ " he hissed. "You _know_ why that would be a disaster."

Scarlet began to open her mouth, and he pivoted back to her, throwing up a finger.

"Keep in mind, that's the _best_ possible outcome! The more likely outcome is that they go trying to bait me out again—threatening my parents, or Aunt May, or-or something even worse!" He stopped talking, but his breath was loud, and it filled the room. "They need to be stopped," he concluded. "Right. The fuck. _Now._ "

"But you just said you have no idea where they went—"

"I said _the trail went cold._ There's a difference, dammit. And you guys—you haven't even _tried_ looking for them! You can't say it can't be done before you've even tried, especially not if it's life or death for god knows how many people!" He paused, but his jaw was flailing under the mask as he looked around. "I—I know people who can help! There's this girl who can talk to animals; maybe she can get all the rats and pigeons in the city to look for them! They went through the sewers; maybe I can talk to the homeless community and see if anyone heard anything! It's about lunchtime, so some of them are at the various soup kitchens around New York; I can go to the two or three nearest the disaster zone and see if I can get pointed in the right direction!" He dug his phone out of his bag. "Hell, I can set my phone to notify me when relevant keywords pop up in the news! There's got to be _something_!"

Teresa cleared her throat loudly.

"Specs, calm down," Drake said. "You're not being rational—"

"Not being rational?! No, I suppose I'm not. Those…creatures killed a hundred and four people looking for me! 104 people, all on me! On all of us! _THIS CANNOT HAPPEN AGAIN!_ And here you are telling me to calm down?!"

Scarlet stepped towards him again, reaching for his shoulder. He flinched violently and pulled away, but his focus was now entirely on her. "Specs, listen to me. You're afraid that the bad guys will kill more people if they don't find them. You're probably right, and that sucks, but we can't stop that from happening. _We can't save everyone_."

Specs froze. As Scarlet continued to talk, he gradually pulled himself up to his full height, which probably would have been a sufficient warning had he been taller than five-foot-six.

"Those robots? Lucky and I know about them because we've seen something similar called 'Decepticons'. One day, they attacked New York City and made what happened today seem tame in comparison. Tell me, Specs—have you seen an entire apartment block simply disintegrate with a single blast from a fusion cannon? Or Iron Man, Rescue, and War Machine forced to fight their teammates because one of the 'Cons managed to hijack control of their armor? Or your own loved one being shot in the back by a laser blast fired by some robot condor? Or the Fantastic Four and what few Avengers still standing making what could very well be their last stand against three colossal robots each made up of five to six of the same giant robots that've been kicking everyone else's ass? Sometimes…you can't save them all."

It was only here that Scarlet realized that Specs had gone unnaturally still, his breathing suggesting his teeth were clenched. "No," he said, in a voice that sounded like grinding gears, "I haven't seen any of that. But you—have _you_ ever seen a—a person's mother, or brother, or friend cradle a corpse and just… _scream?_ Until their voice broke and all they could do is hold their loved one and—and refuse to let the paramedics drag them off? Have _you_ seen the light leave the eyes of people you know?! People turned to _charcoal_ and _hamburger?!_ Have you—" and here he stopped, his jaw working as he looked down, his breaths laced with sobs. "Have you seen people look up from the bodies and scream curses at you? ' _How could you let this happen?_ ' ' _You did this!_ ' ' _You're just as bad as the Goblin—'_ " He broke off, practically sinking to the floor, muttering under his breath, "( _Rhino Shocker Electro Scorpion menace menace menace menace—)_ "

Scarlet's eyes gradually widened as she saw Specs break down. Hesitantly, she reached for him, not sure what she was going to do, but the second she touched his shoulder he gave a scream and shoved her back. Her back hit the couch's backrest hard enough that something audibly cracked inside it.

Specs' eyes were suddenly dead focused on her, his pupils mere pinpricks and his entire body shaking. He had started crying somewhere in there, and his eyes trembled as tears continued to force their way out; but it was a rare sight to see something that was simultaneously soaked and wreathed in flames.

Specs took one more deep, shuddering breath, and then his voice was flat and rough. "When you write off those bodies at your feet as 'oh well, can't be helped,' are you trying to find a way to live with yourself?" he asked. "Or are you giving yourself permission to _not try as hard?!_ "

The entire room went silent as the grave. Everyone's stares turned to Scarlet as she stood back up. She seemed to fill the entire room ad her eyes lit up in pure rage.

"Okay, how _dare_ you—"

"HOW DARE _I?!_ " Specs' shout rattled the blacked-out windows. " _Those_ _ **fuckers**_ _are still out there, and you are SITTING ON YOUR ASS making SPAGHETTI!_ "

"We _KNOW_ they're still out there!" Scarlet screamed back. "It's just that right now, we can't afford to run in half-cocked and get ourselves killed! For all we know, they're trying to bait us into a trap!"

" _THEN WE SHOULD SPRING THE TRAP! IF THE CHOICE COMES DOWN TO US OR—"_

" _ **SHUT UP!**_ "

Specs and Scarlet both froze an inch a way from ripping the other's head off. Gradually they stepped away from each other and turned towards Teresa, who had stepped forward and was holding a bundle of fabric.

"Specs," she said, letting it unfold and holding it by the shoulders, "what is this?"

What it was, was a red, white, and black spider-themed superhero costume, clearly tailored for a feminine form. Specs stared at it, his eyes wide, and the off-red eyepieces of the mask stared back.

The realization hit Scarlet like a ton of bricks. "Oh my god," she said, looking from the unitard to Specs. "Your Gwen."

Specs didn't even acknowledge her comment—it wasn't out of rudeness so much as a genuine failure to realize she had spoken. One shaking hand had risen to his mouth as his breath hitched. Ever since that morning, Scarlet had assumed that this iteration's Green Goblin had succeeded where hers had failed in his attempt to kill Gwen Stacy. But as she stared at the suit, sewn in a very similar pattern to Specs' own, then at the boy breaking down in front of her, it wasn't hard to understand why he hadn't seen fit to tell her the whole story. And while Specs probably had never been a bubbly extrovert before his Gwen's death, she thought she could see a tipping point here.

Perhaps Specs could see it too. He took another breath, one that was probably meant to be calming, and looked around at the other Spider-Men. The tears were coming fully now, and the fire in his eyes had gone out.

"Don't wait up," he muttered, then turned back towards Teresa and vanished into a blur.

Teresa barely dodged something nobody could see as Specs reappeared on the other side of her, screeching to a stop just outside his bedroom door, and vanished again into it.

"Whoa!" Scarlet started after him, followed by Blue, Teresa, and a few bees. She sprinted into the bedroom just in time to see Specs hop out the window and up the opposite wall, moving faster than she had ever hoped to. "Wait—Specs— _Peter—_ "

By the time she got to the sill, he was long gone. The honeybees that had come with her flew out the window like a shot and over the top of the neighboring building. Gradually, her tensed shoulders relaxed, and she moved away from the window and off the bed.

"Jeez, he's fast," Teresa muttered.

"Yeah. He's also damaged," Scarlet said softly. "I hate being right. He's gonna get himself killed going up against those four."

* * *

"You okay?" Ollie asked.

Lucky snapped to attention, shaking away the thousand-yard stare that had set in during Scarlet's recollection of the Decepticon attack.

"I'm hanging in there. Let's just say that Gwen, Goliath, and Kamala are good listeners."

"Who're they?"

"Gwen…well, in my iteration, she's a roommate with me and Scarlet. Blonde hair, about Specs' height, cutting blue eyes- nice girl when you get to know her. She serves as 'Mission Control' back home."

"And the other two?"

"Kamala…your iteration might not have her. She's from Jersey City, we met when she helped save me from becoming a greasy smear on the pavement when I went up against the Vulture the first time around…she's some kind of shapeshifter like Plastic Man if you've read those comics. She's a sweet kid, and I do mean 'kid'- she's only sixteen. As for Goliath…again, your iteration probably doesn't have him, but he's a gargoyle from medieval Scotland who got turned to stone for about a thousand years. We met when I helped save one of his buddies from an outfit called the Pack, and he's a great guy."

"How so?"

"He's…well, he comes off as wise when you talk with him. He's supportive, but he's not afraid to give you a kick in the pants when you need it. And judging from Specs' little near breakdown, a kick in the pants might not be such a bad idea."

As if on cue, Scarlet, Blue, and Teresa wandered back into the room. The former shook her head. "He's gone."

"Poor guy…he needs help." Honeybee said.

"Yeah. But those bees…were those yours?"

Honeybee sat up straighter. "Yep," she said proudly. "If he gets in over his head, those guys will come back to me and let me know exactly where he is. It's sort of my version of spider-sense."

"That's not how spider-sense works at all," Blue said bluntly.

Scarlet elbowed him. "Useful, though," she said. "I only hope they'll get back to you before he's dead."

* * *

"12 gauge autoloader. .45 long slide with laser sighting. AR-18 automatic. And an Uzi 9 millimeter." Arachnolord said as he examined his purchase at a gun store in the Narrows.

"The handguns are on a waiting period. As for the rifles—"

The clerk noticed Arachnolord slip behind the counter

"You can't do that!"

Arachnolord smirked.

"Watch me."

The clerk barely had any time to react before Arachnolord snapped his neck like a twig.

* * *

"Chat!"

"GAH!" Sophia Sanduval jumped, whirling and clutching her chest, as the voice behind her suddenly blurted her nickname. Leaning against the kitchen counter, she took a deep breath as Specs took another step into the kitchen.

"Stop _doing_ that!" she gasped. She looked over at the sliding glass door to her apartment's balcony, which had apparently opened without a sound. "What's going on? If you're coming to me, it must be bad."

Specs nodded slightly. "Yeah. You see the news today? The building collapse caused by those robots?"

Chat grimly nodded.

Specs looked down, rubbing the back of his neck. "I need you to check in with the local wildlife. See if they saw those robots. I—" He paused, looking up at her. The light coming in through the windows was enough to darken his goggles slightly, but she could still see the muted desperation in his eyes. "I _need_ to know where they went. I've got to stop them."

Chat bit her tongue. "I'll ask, but—well, don't get your hopes up." She stepped around him and onto the balcony, looking around and then at the next, lower, roof over. "Hey," she called to a pigeon perched on the parapet. It looked up at her. "Could you come up here, please?"

The pigeon cocked its head and ruffled its wings before obeying. It settled on the edge of the balcony, looking at her and bobbing its head as though nodding.

"I have some sesame seeds in the kitchen," Chat told it, gesturing towards the sliding door. Specs was now leaned against the frame, foot tapping patiently. "I'll get you some in a second, but first I need you to tell me something."

She pulled out her phone, beginning to type something into its Search app, when a gloved hand slowly eased another phone into view, an image of Blackarachnia already on screen.

"Thanks, Spidey," she said, taking it. "What happened to your gloves?"

"They got shredded. Could you go faster?"

Chat rolled her eyes, showing the image to the pigeon. "Have you seen something like this today?"

"Coo?"

"No, not the phone. The image _on_ the phone. Have you seen a huge spider-robot-thing at any point today?"

The pigeon stared blankly at the screen, then tried to peck it. Chat moved the phone away, then said, with a note of urgency, "Please. I know it's a weird question, but _think._ Have you seen this thing?"

The pigeon looked up at her—the look would have been thoughtful if pigeons were in any way intelligent. After a second, it turned around, fluttering its wings in the general direction of the Narrows, then back to her expectantly.

Chat shrugged, leaning against the balcony rail and giving her peer his phone back. "She says she saw this thing coming out of one of the sewer cave-ins in the Narrows. Near the docks, I think."

Specs nodded, folding his arms. "Great. Anything else?"

"Yeah. Could you hand me the sesame seeds? They're in that dish on the counter."

Specs followed her finger, firing a webline at the dish in question and yanking it into his hand before giving it to her. As she pulled off the lid and it hung off the side of the dish, stuck there by the edge of the web, he muttered, "sewer cave-in near the docks. That's not that specific. _Which_ dock? And half the sewer is caved in over there!"

"I don't know what you were expecting!" Chat defended, holding out the dish for the pigeon. "You have more than you did, right?"

"Yeah, I do." Specs leaned closer to her, giving her an _incredibly_ stiff one-armed hug. "Thanks, Sophia. I've gotta go."

As Specs vaulted over the balcony rail, falling towards the next roof, Chat called after him, "I'm calling the others!"

"Do _not_ call the others!" he yelled back, walking backwards across the roof to continue facing her.

"This sort of thing is _why there are others to call!_ I'm calling Tyrone and Tandy!"

"Oh, yeah, because vitality-draining ethereal knives are going to do _so much_ against _giant fucking robots!_ Tyrone and Tandy are _gang-busters,_ Chat! They go up against these bastards, they die!" By now Specs had reached the edge of the roof. "Don't call _anyone!_ I know what I'm doing! Please!" He turned and leapt to the next roof, and just like that he was off.

Chat threw her hands up in frustration, watching him go. Her thumb indecisively circled her phone's screen, before she noticed a few honeybees drifting next to her hands. She squinted at them for a second, then her eyes went wide.

"Oh my god," she breathed. "You're sentient."

The bees buzzed and rose to eye level.

"Yes, I can! It's a—" she made a vague gesture towards her own temple. "It's a mutation. I think it's some kind of low-level telepathy. Were you following him?"

They buzzed once. One of them drifted around the other.

Chat looked at where she had last seen Specs, then back at the bees hurredly. "Well, tell her what I told him. Narrows. Caved-in sewer section by the docks, got it? As fast as you can. Spider-Man's not ready for a fight like that, either."

* * *

" _No control/walk right into coals to feel the pain!_ " a stereo played in the background.

Arachnolord mentally hummed along with the song as he tended to his work in a far corner of the warehouse, namely converting the Uzi he had taken from the gun store into a fully automatic weapon. He'd always liked the Uzi back home, back when he'd been rising through the ranks of his New York's underworld…back when he finally answered the question of what to do with the shackles that were his Aunt May and Uncle Ben. On a nearby workbench sat several short sections of steel pipe, an immense quantity of cotton balls, containers of concentrated sulfuric and nitric acids, potassium nitrate, and several boxes of nails.

"It's just about time he showed up," he decided. "You tin cans going to be ready?"

"No. We're still trying to put our cohort back together—" Blackarachnia replied.

"Wazzpinator _knows_ you're just screwing around with him! Otherwise Wazzpinator would be whole again by now!"

"Well, you try doing this without a CR chamber!"

"Whatever. I'm going out to find Parker."

* * *

"Well, what's the sitrep?" Blue asked as the bees returned.

Honeybee concentrated as her helpers gave their report.

"The bad guys are in someplace called the Narrows—more specifically, a caved-in sewer section by the docks. And Specs is headed there as we speak."

Lucky winced.

"We need to go after him. All of us."

"Even Ollie?" Blue asked.

Scarlet turned around.

"Ollie, you said you were with your iteration's GI Joe. Can you handle yourself in a fight?"

"Yes, ma'am! Especially since my webbing's electrified!"

"We are _not_ bringing Ollie along! She's just a kid!" Lucky piped up.

"I've gone up against my universe's Cobra and the Brotherhood of Mutants."

Lucky threw his hands up in frustration.

"Fine. You can come along, but if I tell you to get out of the way, you need to get out of the way."

Ollie saluted again, and Lucky turned to face the others.

"Let's go save Specs' bacon," he said.

* * *

 **Notes from Courier:**

 **-Lucky's mention of "something like it [DNA]" refers to CNA (the Transformer equivalent of DNA).**

 **-The song playing in the background when Arachnolord's working on his guns is "Burning in the Third Degree" by Tahnee Cain and the Tryanglz. It was one of the songs playing in the club "Tech Noir" in the first Terminator movie.**

 **-Speaking of Terminator references, the scene with Arachnolord in the gun store is an homage to that film.**

 **-Apart from the pipes and nails, the materials Arachnolord has at that workbench are the essential ingredients to make nitrocellulose, aka guncotton.**

 **Notes from Brackets:**

 **-That costume Specs was digging through in his closet was a Ricochet costume. In the comics, Ricochet was one of the four Slingers-alternate identities that Spider-Man cooked up when he was framed for murder, later adopted by other characters. In Earth-61610, Specs uses the identity sporadically, mostly when he needs to do dirtier work.**

 **-The little "fine like this" exchange is another reference to Rorschach.**

 **-Sophia "Chat" Sanduval is a character borrowed from the _Marvel Adventures_ line of comics in the 2000s, where she's a mutant with the power to talk to animals.**

 **-"The others" refers to the other underage vigilantes in New York City, who Nick Fury has collectively convinced/blackmailed into being a loose team that answers to SHIELD. They're not official, because that would be illegal, but if they _were_ Chat would be the head of the group. Tyrone and Tandy are Cloak and Dagger.**


	11. Chapter 11

**The Narrows**

The docks looked perfectly ordinary to Specs, as they would have to any given native of Earth-61610, but to any of the other Spiders they would have been a remarkable sight. The seawall dipped from fifty feet to maybe thirty, with large cranes rising from its top every thirty meters or so. Boats were docked on the other side of the wall, and large warehouses were connected directly to it, with panels in the roof that could open for the cranes. A fenced-off yard sat beside the warehouses for storage of the large metal shipping containers. Specs personally thought it rather telling that more money went into maintaining the whole structure per year than had ever gone into restoring the district immediately outside it.

He landed now some ways outside the fence, gasping and clutching his hurt leg as he hit the ground. The street he had landed at was a thin one characteristic of the district; if he had stretched his arms out he could come within a few inches of touching both the buildings that flanked him. In front of him, the asphalt cracked and ended in a large hole, leading directly into a sewer tunnel. And there was no sign of any giant robots. He sighed.

He then turned and looked around at the seemingly abandoned row of warehouses. For a second his head tilted as he stared at the nearest one. _Supervillains_ do _love their warehouses,_ he thought. _Might as well start there._

He was careful to jump off of his good leg, sailing through the air and landing catlike on the first warehouse. The nearest skylight had two missing panes, and he peered through curiously. Nothing. No movement, no real sound, even the sensations at the back of his head seemed to slow. He bit his tongue as he darted to the next warehouse.

Still nothing. The wrapper of a fast-food hamburger peeked into the orange light of the setting sun filtering in through the skylight. Specs stared at it, only then realizing how hungry he was, before he concentrated and moved on to the third.

His skull had started tingling before he had even landed, and he stiffened as he crawled across the roof to the nearest skylight. There was no movement, but a faint humming buzzed through his fingertips and his head was a sea of tingling, pulling his focus towards the back of the warehouse. As silently as he could, Specs broke off the remaining pieces from the emptiest pane of the skylight and lowered himself halfway through.

He squinted through the heavy shadows, but it was probably to the credit of his danger sense that he made out the shapes of three huge robotic creatures, all deliberately slumped and dormant. Specs curtly nodded to himself, pulling himself back out of the skylight and shrugging his backpack off.

It took a few seconds of rummaging around to find the phone he had thrown into a random pocket, only to pluck the disclike camera off of the back and drop the phone back into the bag. He pulled out another device—three concentric, motorized rings that he snapped the camera lens into the center of. He pulled several thin cables out of the outermost gimbal and was in the process of anchoring it to the edge of the skylight when the sudden, insistent tingle in his head made his blood run cold and his body stiffen.

"Hello, _Specs_."

The voice, combined with the tingling, sent a shudder up his spine as he turned around. Standing behind him, just on the edge of the roof, was a man a few years older than he, dressed like a street tough and clutching an Uzi. His head blared like an air-raid siren as his eyes darted up and down his frame—between the weapons in his jacket and the contents of his duffle bag, he bore enough armaments for a small militia—Guns. Bombs. But even without them, he _radiated_ danger, forcing red-hot needles through Specs' brain and sending icy fear down his spine…

He began to speak. "How the hell did you—"

"I'm not deaf, numbnuts. The Spider-Dyke called you 'Specs' before you dropped an _entire fucking building_ on me!"

Specs _felt_ the rage spike in the man through the tingling in his own head and leaned away reflexively, but then he realized who this was and his own rage rose up like a blood-red, boiling hot tide. He stepped forward again. "Tell you what," he hissed. "I'll apologize for that, when _you_ apologize for the _hundred and four people you killed today…!_ " He stopped, forcing himself to calm down, and an observation piped up somewhere in his mind. "But first, you ought to apologize to Sun Tzu. I mean, good _God,_ man. Whatever element of surprise you had, it's gone now. You do this a lot back home?"

 _ **move**_

Specs dove to the side as Arachnolord opened fire on him with the Uzi. He hit the roof hands-first and rolled, leaping again off the edge and firing a webline to swing downwards and out of sight.

"Was that a yes?" he called up, pressed into the wall of the warehouse and crawling across it. "That sounded like a yes!"

"Laugh it up, Parker," Arachnolord growled, walking towards the edge of the roof. He reached the edge of the roof and aimed for where Specs' voice had originated, then when the boy proved to be absent from the spot his eyes swept across the wall just in time to see him launch himself off the wall and over the roof of the next warehouse. He leapt after him.

 _ **movemovemoveMOVE**_

Specs dodged another burst of fire as he fired a webline and zipped to ground level. He sprinted out from between the warehouses, vaulting over the fence closing off the docks and whirling to face Arachnolord as he did the same. Just as Arachnolord cleared the fence, Specs fired off a barrage of web shots, one of which hit Palmer's hand and froze his trigger finger, and another of which splattered across the barrel of the Uzi.

Arachnolord quietly cursed as he landed, attempting to rip the webbing off with his other hand. His own spider-sense tingled hard and he looked up just in time to see a gloved fist smash into the side of his face. The glove's carbon-fiber knuckles had cracked and split from the impact, but any pain Arachnolord might have felt from it faded into a lingering ache quickly. He leaned backward to avoid Specs' next strike and reached into his jacket—

Specs felt the rise in danger the instant Palmer had started to move, and he gave a small scream and grabbed his wrist as it whipped out a small pistol. Specs moved too fast for Arachnolord to really react, but he moved on instinct, simply pushing both gun hands away from himself.

"What's the matter, _Specs_?" sneered Palmer.

Specs looked up at the taller combatant, his breath erratic thanks to the insistent ringing in his head, and said, "The other Parkers aren't here. I'm _Spider-Man._ " He grunted as Arachnolord began to force his hands back towards his target. " _Gah_ …What, not gonna wake your friends up?"

"I wanted to do this personally," Arachnolord grunted, and slammed his knee into Specs' crotch.

Specs collapsed, coughing as he fell onto his side. " _Ahhh!_ " he gasped. " _Right_ through the cup." The ringing tingle wavered as Arachnolord stepped over him and he tried to push himself up, failing on the first attempt.

Arachnolord examined his right hand, specifically the way his Uzi was glued to it, then tossed the pistol in his left into the air. He caught it by the barrel and swung it Specs' head like a hammer, only to miss as the younger fighter rolled out of the way. A webline hit the pistol as he accidentally smashed it into the ground, and Specs successfully ripped it from his hand and tossed it over the rooftops behind him.

"You're a fast one," said Arachnolord, watching the gun's shadow turn end over end and vanish. He looked down at his right hand as Specs unsteadily got to his feet and tore the webbing off, wincing as it took a bit of skin with it. "But tell me—can you run faster than a bullet?" He ripped the web off the barrel and readied his Uzi once more.

Specs ducked under the first rounds of the following volley of bullets, already sprinting forward. He banked to the left, running a few feet up the chain-link fence and leaping off it, over Arachnolord's gunfire and over his head, and kneed him in the face on his way over.

Arachnolord whirled, leveling his Uzi at where Specs may have been standing, but the kid was already leaning to the side, and his hand shot forward and grabbed the top of the gun. Two bullets had been fired reflexively in the eighth of a second that passed between Palmer raising his gun and this moment, but the stream of lead was cut off as Specs brought his hand back, metal tore, and he took the top of the gun with him.

"No," he said, crushing the steel in his fist. "But who cares? I'm faster than the _kampfhund_ holding the gun. Or what's left of it."

" _YOU SON OF A BITCH!_ " Arachnolord screamed." _THAT'S MY WEAPON OF CHOICE!_ "

"It _was,_ " Specs corrected, dodging Palmer's wild swing. He retaliated by slamming his fist into Palmer's gut and hitting him in the temple with his other fist, the one still closed around steel, knocking him away. "Maybe you can use it to pound in nails." He cracked wise, but in reality Specs was becoming quite worried that his punches consistently failed to do any lasting damage—and that Arachnolord showed no sign of fatigue. In contrast, Specs could feel his heart pounding in his chest, his breath growing hot in his throat.

He took a step back as Arachnolord aimed a swat at him, then aimed a barely-dodged spinning kick at his head. Palmer's hand grabbed his ankle in midair and slammed him headfirst into the concrete, sending a spiderweb of cracks jumping across the ground beneath them. Then he released Specs, who pushed himself up with a groan, facing away, and drew another handgun.

 _ **MOVE**_

Specs dove away as Arachnolord fired at his head, leaping over the first of a stack of shipping containers and springboarding over the rest. He fired a webline at the jib of a crane that hung over the dockyard, zipping up to it as he dodged another two shots. He stuck to the bottom of the jib for an instant before scrambling to the top, finally catching his breath as the rush of tingling in his head settled into an insistent pins-and-needles sensation.

He took a few deep breaths, his eyes shut. Without much ceremony, Specs shrugged his backpack off and webbed it to the struts in front of him, then his eyes landed on the slight bulge in a side pocket and a small spark of memory lit up his brain and tugged his lips into a smile. He reached into it and pulled out the small hypodermic dart he had taken from the floor of OsCorp. The needle was bent from where it had struck the quartz door, but the main body was fully intact, and Specs reckoned it would still work just fine.

There was a slight ripple of vibration in the steel beneath him and Specs flinched as the tingling rose to a nerve-wracking ring. The vibration seemed to pulse several times a second and he leaned over to see Arachnolord climbing up a webline, rising towards him alarmingly fast. Specs turned his wrist and glanced at his right web-shooter: the face was glowing red. He nodded to himself, then proceeded to fire a collection of web shots down at Arachnolord.

Palmer twisted to avoid a few, growling as he returned fire with his own webbing. He wrapped his arm around his webline and kicked out, entering into a swing and sticking to the bottom of the jib twenty feet from Specs. He climbed to the top just in time to see Specs load a new cartridge into his right web-shooter, but then the younger boy's head shot up as Palmer pulled out an automatic rifle.

"What the fuck, man," Specs said, his tone more annoyed than anything as he threw his hands up. They trembled visibly. "What are you, the Spidey _and_ the Punisher of your iteration?"

 _ **move**_

Specs lunged off the crane, barely avoiding the path of incoming fire. He fired a webline as he fell, swinging under the crane and behind another stack of shipping containers before he dropped.

His leg burned as he landed on it and began to run. He could _feel_ the booby traps Palmer had set around the area—explosives, most likely. The ringing in his head peaked as he rounded a corner and he dove, curled into a ball, through a hole in the nearly invisible spiderweb that had been set up as a tripwire. He hit the ground running again, conscious of the rising tingle that foretold Palmer's approach.

 _Keep…moving…_

He gasped at the spike in tingling, flinching into the wall, an instant before Palmer appeared on top of the shipping container opposite him. The rifle in his hands was already aimed at him. Specs' fingers stuck to the wall above and behind him, and he flipped himself up and over the wall an instant before gunfire perforated it. The maneuver had sent him into a backflip and he fired another barrage of web shots in Palmer's general direction.

His landing on the opposite side of the wall was less than graceful, overbalancing and falling onto his ass as pain jolted up his leg. He sat for a second, gasping. Then the tinging flared again and he scrambled to his feet and to the side as his foe leaped over the wall to meet him.

Palmer paused as he looked at the kid who stood to face him. His fists were up, his stance a crouch typical of a Spider-Man, but his breath was audible even from six feet away and his shoulders were slumped. His lips curled into a smile, revealing a flash of sharp lower teeth. "Getting tired, kid?" he mocked.

Specs' head tilted in a gesture of reluctant agreement. "It's a workout," he admitted, but he gave Palmer no chance to exploit the fact and lunged forward. Tired he may have been, he was still _much_ faster than Arachnolord, and the latter was midway through bringing his gun around when Specs shoved it back and punched him in the face.

Palmer grunted, releasing his gun with one hand and swinging at Specs' face. The kid ducked, grabbing one of Palmer's knees with one hand and stabbing it above the kneecap with the dart in his other hand. Palmer roared in pain, and Specs torqued his wrist, breaking off the needle point in the man's leg and tossing the main dart aside. Then Arachnolord kicked out and sent Specs tumbling across the concrete.

The barrel of the automatic rifle was bent from their struggle. Arachnolord straightened it slightly and started to storm towards Specs, but then he stopped, his footing suddenly unsure. He almost fell before catching himself, clutching and shaking his head. His vision swam. "Fuck," he breathed. "What the hell was in that dart?"

"Not sure," Specs groaned, dragging himself to his feet. The left lens of the goggles he wore over his mask was badly cracked. "But from what I've seen, it can make an _elephant_ dizzy, so…" He shrugged, but didn't drop his guard. He had also seen that said elephant would manage to burn through the concoction in only a few minutes, and didn't want Palmer to get the chance to try. A webline hit Palmer in the arm, and Specs yanked him off-balance and landed a spinning kick on the side of his head.

Palmer's hit the ground ten feet away, where he attempted to get to his feet. "Guuhh…you…dirty rat," he snarled, reaching into his coat. "Couldn't beat me _mano y mano,_ so you decided to drug me? That how it is?!"

"Something like that," Specs shot back. He had started to walk towards Arachnolord, but stopped as the sensation in the back of his head went shrill. A whine like a siren, rising to a shriek. Experience told him to hit Palmer _now now now_ , but a wave of terror grabbed him by the throat and screamed to run. He caught a flash of white PVC pipe in Palmer's hand as he turned around, and the ringing told him all he needed to know.

 _ **move**_

Arachnolord threw the pipe bomb like a fastball. Specs gasped, diving to one side and running, but Palmer knew what he was doing, and the bomb exploded before he got far. Specs buckled as the shockwave hit, knocking him flat, and it was with some difficulty that he got back up. His entire body ached from the shock; his back in particular burned where shrapnel had pierced his skin. Even so, his head still rang like a fire alarm, rising above and drowning out the ringing in his ears. He turned to face Palmer, who was attempting to aim the rifle at him, and promptly dove to the side as the gunfire started again.

 _Review time,_ he thought. _Those booby traps I sensed are gonna be more pipe bombs. They're linked to tripwires, and I don't need to be dealing with shrapnel._ He stopped short as Palmer attempted to lead him and the ground just in front of him shattered from a burst of lead. _Need to keep mobile—good luck trying to hit me while I'm zipping around the place, asshole. He's already burning through that sedative, though, and I'm wearing out._

Indeed, he had come to a stop on top of the crates that flanked them on either side, still coiled like a spring but his entire body slumped. He had darted out of sight in a final burst of speed before resting, and Palmer stalked around the corridors between the shipping crates. He dropped the empty magazine from the rifle, clicking a new one in from his coat pocket. Specs skittered after him, the whine in his head growing increasingly insistent as Palmer's footing grew surer.

Specs had already concluded that Arachnolord's danger sense was less sensitive than his own, but he still had no real knowledge of its limits. For all he knew, any minute now the sedative would wear off enough for Specs to be detected. He decided not to give it the chance. Hesitating for only a second, the tingling in his head like the rattle of a snake, he stepped off the stack of shipping containers and dropped towards Arachnolord.

It was true that Palmer's spider-sense was considerably less powerful than Specs' even at its best. It was also true that the sedative dulled it, as though it was trying to warn him through a sea of murky water. Nevertheless, it could still warn him of _severe_ danger, and now he whirled, already aiming upward and sending a spray of lead towards Specs' falling form.

 _ **movemovemovemoveMOVE**_

Specs cried out, twisting as best he could in midair and kicking a foot out to launch himself away from the crates. The rifle's barrel had been straightened as best as Palmer could manage, but it was still wildly inaccurate. That didn't matter so much, though, when the goal was to create a veritable cloud of bullets, and Specs screamed as white-hot pain tore through his injured leg. Nevertheless, he ricocheted off of the container opposite his perch and dove through the bullet hail, tackling Palmer to the ground.

"Oof!" Palmer grunted, the back of his head cracking the concrete beneath them. Specs had landed on him, but his leg was on fire and he screamed, clutching it, blood seeping around his hands. Palmer took advantage of his distraction to punch him in the face, and when Specs recoiled in response Palmer brought his feet up and kicked him away.

Specs tumbled backwards, the tinging in his head rapidly rising in volume as he moved. He gasped and stuck to the ground, stopping himself short. His entire skull tingled as though electrified, throwing into sharp relief the webbing tripwire he had stopped just short of falling into. He glanced back at it for a second, then forward again as Palmer leapt to his feet.

"Nice try, kid," he growled, pulling out another pipe bomb. Specs gasped through his nose.

 _ **MOVE**_

His leg screamed as he tried to jump upwards, crippling the action. The pipe bomb sailed just beneath him, and its explosion triggered that of the booby trap. The shockwave caught Specs full across the back; he could feel the fire licking his skin as shrapnel tore through him and he hit a shipping container shoulder-first, denting it and tumbling to the ground.

Palmer had turned away from the explosion. The shockwave had knocked him back and he bled, but he sauntered towards Specs with a grim confidence as the latter tried to pull himself up. Specs faced away from Palmer, but the high-pitched gasp told Palmer that the kid was _fully_ aware of his approach and he accelerated into a run.

Specs was still trying to get up. His breath came hot and his throat was ragged; when he moved at all, the PVC shards in his back shifted and dug deeper. Still, even with his left leg giving out beneath him, he threw a hand forward and fired a webline at the top of the nearest container. He pulled on it hard—but a hand grabbed his ankle a moment before he had zipped fully out of reach and ripped him off the line.

Specs turned as Arachnolord dragged him back, kicking with his other leg. The blow barely registered. Arachnolord reached out and grabbed Specs by the shirt; when the kid aimed a weak punch at him, he caught his wrist and crushed the web-shooter strapped to it. A sound like outrage escaped Specs' throat, but then Palmer slammed him against the metal wall of a shipping crate and aimed a punch at his face. When Specs' head managed to twist out of the way and Palmer instead punched a hole in the wall, he growled and tried again.

Three fingers—middle, ring, and pinkie—pressed hard against the trigger of the crushed web-shooter.

As one would expect, a thin line of webbing completely failed to jump from the shooter's nozzle. As one might not think to expect, a mess of transparent, faintly gold strands exploded from the shooter's crushed face—with the expansion chamber ruptured, the web fluid could react with oxygen freely, and in so doing expanded to a hundred fifty times its original volume. The explosion of webbing blasted the shooter's face open, and Palmer gave a yell of surprise as he found himself ensnared in a huge, crude net of webbing.

Specs, for his part, pushed him away with his feet, sticking to the wall he had been pinned to. The spaghetti-like tangle of webbing came away from what remained of the Teflon-coated chamber easily, and Specs crawled up the wall backwards, taking the chance to catch his breath.

"Okay, listen," he called down at the struggling man beneath him. Some webbing was tearing, but only that which stuck to skin—where webbing met fabric, webbing won. "Don't take this the wrong way, man…but I _think_ there might be something wrong with you."

Arachnolord growled as he tore away the last of the webbing holding him. His efforts had destroyed his shirt and leather jacket, revealing several large, bandaged wounds.

"You can't keep this up forever, _Specs!_ " he hissed upwards.

He was right. Specs had his breath back, but it was painful breath, every gasp reminding him of the broken ribs he had been ignoring and his parched throat. His costume's front was soaked in sweat; the back was torn and bloodied. Arachnolord jumped at him, and Specs darted away and over the top of the subsequent stack of containers. He fired a webline in midair and zipped to the left as Palmer followed him, sliding under another webbing tripwire, and Specs ducked around a corner and waited with baited breath.

Palmer threw a punch almost before he had rounded the corner, but Specs ducked easily and punched him in the amber eye. An inhuman growl escaped his throat as he kicked at Specs' bad leg, and when that leg buckled and Specs fell to one knee, Arachnolord raised both fists above his head and brought them down on where Specs had been.

 _Had been_ because Specs had rolled between his legs, unfolding into a crouch behind him. His fingers brushed across something long and thin and he looked down: a pencil, sharpened by knife, lay on the wet ground beneath him, likely dropped by a worker earlier in the day. Specs gathered it into his fist as Arachnolord turned around and started towards him again.

Specs took a deep breath. He darted upward once Palmer had come close enough, uppercutting him to little effect. Palmer stuck a hand to Specs' shoulder, but the red spandex tore instantly as Specs moved away. Frustrated, Palmer managed to catch Specs' arm and fired a web shot at his face. It splattered across the left side of the goggles, and Specs kicked Palmer in the kneecap before he pulled himself closer and, in the blink of an eye, pulled Palmer's arm upwards.

" _ **AAAG**_ _GH!_ "

A thunderbolt of pain had exploded from Palmer's wrist, down into his forearm and right to his brain. He wrenched his arm away and kicked Specs in the chest before looking down at his arm, and his eyes went wide at what he saw. The small slit in his skin, just to the right of the vein in his wrist, the one that contained the spinnerets he had used to such ruthless and clever ends in the past—it now had a thin stick of painted wood sticking halfway out of it, ending in an eraser worn down to nothing. He grabbed the pencil and pulled tenderly, hesitating as his nerves screamed in response, then steeled himself and yanked.

" _AAAA_ _ **AAGGHHH YOU'RE GONNA PAY FOR THAT!**_ " he screamed down at Specs. The bloodied pencil was clutched in one hand, snapped in half by his grip, as blood and webbing dripped from his ruined spinneret in the other wrist. He threw the pencil aside and came at Specs like a locomotive.

 _ **movemovemovemoveM—**_

Specs' head dented the metal shipping crate as he was smashed into it. His eyes had closed reflexively at the impact, but he forced them open as he felt two hands close around his throat. He would've gasped had he been able to breathe; he settled for clawing at Arcahnolord's fingers and kicking desperately. Arachnolord's amber eyes were bloodshot and his teeth bared; his fingers tightened on Specs' neck despite his best efforts.

Desperately, Specs' hands lunched forward and clawed away the bandage across Palmer's chest. The wound beneath it bore careful stiches, but they were little match for Specs' fingers. He clawed at the wound, feeling already-damaged flesh tear further and he hooked his fingers inside and ripped away.

Arachnolord screamed through his teeth for several seconds, eyes and fingers still locked on Specs' throat. Then he ripped one hand away and punched the kid in the face with as much force as he could muster. There was a sickening crunch as the kid's nose broke from the impact, and then he managed to kick his opponent a few feet away and collapsed to the ground, gasping for air.

He could breathe again, but not with ease; it's hard to breathe through a mask soaked with blood. Specs' fingers tore away the fabric that covered the lower part of his face, revealing the broken nose and blood smeared down to his chin. He looked up at the reason his skull was blaring like an air raid siren, who had a hand across his chest and was staring back as if he was so angry he had forgotten what he was doing. Blood dripped from under his arm.

Specs couldn't help it. The snarking was wired too deeply into his system. His eyes lit up behind the shattered goggles, and he forced his swollen, blood-covered lips into a cheesy grin.

The back of his head informed him this was a bad idea.

"YOU LITTLE SHIT!" screamed Arachnolord. He aimed a kick at Specs' head, who barely managed to lean back to avoid it. Not amused, Palmer drew from his pocket the last of his pipe bombs, activating it and tossing it in front of Specs' crouched form. The ringing in his head was deafening as he somehow found the strength to scramble to his feet and down the corridor.

 _ **MOVEMOVEMOVE—**_

Somehow, Specs had jumped, and the explosion propelled him directly into a shipping container hard enough to knock it off its stack. He fell off the other side of the stack as, with echoing notes, the crate tumbled to a halt on the ground and he found himself in the main area of the dockyard, where this had all began.

He tried to pull himself to his feet, his hands shifting a few inches under him and legs scraping on the concrete beneath. Footsteps pounded through the ground and his head rang—though that may have been from the explosion; he wasn't sure anymore. What he did know was that a pair of hands turned him over and onto his back, and then Arachnolord was leering over him.

"You put up a good fight, _Specs_ ," he muttered. "But you're dead. Any last words?"

Specs attempted to spit on him. The saliva instead pooled on his own lower lip.

"Didn't think so," Palmer said, and pulled a chitin-covered fist back.

The sounds that echoed around that yard for the next several minutes were nightmarish. Hardened fists smashed against Specs' face, his chest and stomach, and any attempt he made to hit back were flatly slapped down and Arachnolord just punched him again. His eyes wouldn't open. All he could taste was blood, all he could feel were fists slamming against him. He had felt his ribs break worse than they had already; his jaw was fractured. He couldn't breathe. But he thought he could hear laughter.

" _GET AWAY FROM HIM!_ "

Palmer looked up from the bleeding pulp that might even have been a kid, just in time to feel two sets of arms grab each side of him and drag him back. He looked up to see two Spider-People glaring at him through shattered eyepieces—one set of green eyes, one set of blue.

Scarlet threw him backward. He caught himself by sticking to the ground, his path stopping just a few feet away, but that suited Scarlet just fine and the punch she gave him echoed off the concrete seawall and metal warehouses. It wasn't like Specs' punches; Palmer's entire body felt the blow as he jerked to the side. He shook it off, coming back around and returning the blow, but Scarlet blocked it with her forearm and Lucky took the opportunity to kick him in the ribs.

"You mess with one of us?" he said, teeth audibly gritted. "You mess with _all_ of us."

Palmer staggered backwards, forcing himself to breathe, as the two came at him again. He went to fire a web shot at Lucky's face, but his forearm only shot a thin stream of blood in response and he clutched it with a cry of pain. Spider-sense went off, and he looked up just in time for Scarlet to catch his jaw with a spinning kick. He recoiled _right_ into Lucky's punch, and when he flew backwards two weblines hit him simultaneously and pulled him back. He managed to block Lucky's punch, but then Scarlet swept his legs out and brought him to his knees.

" _What izz that infernal racket?!_ " came a voice from the third warehouse across the street. _"Can't Wazzpinator recharge in peace around here?_ " Waspinator emerged from the shadows and looked over the assembled heroes, just in time to see Scarlet grab Palmer's hair and punch him in the face twice. "Oh. Well, this izz going to be— _OH SLAG!_ " His gaze had chanced across Honeybee, who gave him a cheeky wave as she started to fly towards him. _"IT'S THE ORGANIC THAT CONTROLLED THE INSECTS THAT GOT INSIDE WAZZPINATOR! WAZZPINATOR NOT WISH TO HAVE ENCORE OF THAT!_ "

" _You coward!"_ Blackarachnia snapped, joining him. "If you want to do something done around here, you've got to do it yourself!"

"You ready to kick some ass, kiddo?" Drake whispered to Ollie as they both started walking towards the Predacons.

"Hell yeah I am!" she replied. "And don't call me kiddo." They both broke into a run, and Ollie vaulted over the fence and fired two web shots at each of the Transformers. Blackarachnia dodged the first, but the second shot hit her square in the shoulder and the resultant jolt of electricity surged through her systems, throwing them all off. As for Waspinator, both shots hit him in the face and he was unconscious before he hit the ground.

Blackarachnia clawed the webbing off, aiming at Ollie and shooting at her. A webline hit Ollie's shoulder, and she found herself yanked to the side by Drake and caught by Teresa. The latter two sprinted at Blackarachnia, leaving Ollie behind. Teresa leapt, kicking her in the face, as Drake fired two weblines at her ankles and pulled.

"Gaah!" Blackarachnia fell backwards, landing hard on her back and taking out a chunk of the wall behind her. Teresa crouched above her, punching her in the face, and she rolled over, transforming into Beast Mode and swiping at her with enormous metal spider legs.

Another web shot hit her in the back. Blacharachnia screamed as the electricity fried some of her systems, and she struggled to turn towards Ollie to attack. Unfortunately for her, Drake met her halfway and punched her back, and a pair of arms wrapped around one of her legs, dragging her backwards. Then she felt a small weight land on her back and a final surge of electricity ran through her systems, overloading them and knocking her out.

The four Spiders froze in place for a second, scrutinizing the Predacon carefully. Then Ollie, still standing on top of her, released the weblines she held in each hand and gingerly stepped off, Teresa instinctively helping her down. Blue dropped the legs and began walking around the robot as, with a buzz that wound down, Honeybee landed beside them, and they stood in awkward silence for a half-second before a few bees flew in between all of them, carrying a circular object the diameter of maybe a CD. They dropped it into Honeybee's hands, and she held it for the others to see. "What is it?"

Blue squinted at the center of the machine. He reached out a hand and detached the camera lens there, examining it.

Teresa looked over his shoulder. "That was on the back of Specs' phone, wasn't it?"

"I don't know," Blue replied. "I didn't see his phone earlier. It kinda looks like a camera lens—"

"Oh, shit," Drake interrupted. "Specs." They turned as one back towards the dockyard, which was now in deep shadow as the wall cut off the setting sun. The four of them jogged back to the fence and easily leapt over, just as Lucky and Scarlet finished tag-teaming Arachnolord.

Specs was battered almost beyond recognition; his eyes were swelled to slits behind the shattered goggles and purpling; his nose was broken and blood stained what was visible of his face. His costume's shirt was torn away; his muscles looked like they had been smashed beneath the skin; the broken edges of his ribs bulged against his skin. His legs and arms were bleeding and bruised almost beyond recognition; every breath was labored and wheezing. He was generally covered in second-degree burns, and deep, _deep_ holes pitted him where shrapnel had done its work. But somehow, he had managed to roll onto his side, and his left arm and left leg were moving in slow, jerky spasms as he dragged himself across the ground, leaving a smear of blood on the concrete like a slug trail.

All the other Spider-Men hesitated several feet away from him, staring down at their battered brethren with silent horror. Teresa tried to cover Ollie's eyes, but the prepubescent girl brushed her hands away with a grunt of "Ach, geddoff." Blue hesitantly took a step towards Specs, and the motion seemed to break the spell. Lucky, Scarlet, and Blue rushed to Specs in that order, crouching down on either side of him.

"Oh, my gosh," Blue muttered.

"Specs!" snapped Lucky, grabbing his left hand as it reached forward again. "Stop moving, dammit! Are you trying to make it worse?!" The hand felt oddly swollen, causing Lucky to look at it, and he hurriedly dropped it as he realized two of the fingers were broken.

"…Cmnra."

Teresa leaned forward from where she stood, starting forward hesitantly. "What? What'd he say?"

"He said 'camera,'" replied the three at his side in unison, followed by Blue's addition of, "I think." He leaned down and held the lens in front of Specs, who peered at it through eyes swollen nearly shut and a haze of half-consciousness. "Specs, don't worry. We've got your camera. Now will you stop moving before you _somehow_ make these injuries even more severe?"

Specs slowly rolled over to look up at him. The left side of his jaw was so swollen you'd think there was a grapefruit in his cheek, but he opened his mouth and attempted to say something else.

"And stop trying to talk," Scarlet added, leaning in. "It looks like your jaw is fractured. Whatever snarky comment you've got, it can wait. _Honeybee! Honeybee, get over here!_ "

"Tmple," Specs mumbled. "Gme t' Claire Tmple." He tried without much success to bring his right arm up and grab Blue's shoulder. "Nrs…Wrks n' Matt smtms. M'bg. Ts n th crn…"

"What?" Blue demanded, leaning in. "On the _crane?_ " He looked up at the massive crane above them. At that moment, Honeybee stopped in front of the three, and Blue stood up to give her room.

"I don't know how much I can do here," she said as she sat where Blue had been. "My honey's not a miracle fix! I don't know if it can even _do_ internal injuries!"

"Smear it on an open wound!" Lucky snapped, as Blue jumped towards the crane behind them. "Whatever makes it work might seep into his bloodstream or something."

"…w… _wht?_ "

"She can make honey that accelerates healing," Scarlet explained to Specs, whose brow furrowed painfully.

"…dfk?"

"Seriously, stop trying to talk. The swelling's getting worse. _Hey!_ " She shook Specs' head slightly as his eyes closed. "Don't pass out! You might go into shock! Tiger—sorry, _Lucky,_ push his ribs into place and bind them with webbing. We need to get him home ASAP."

"I found his backpack," Blue interjected, landing next to them with a dark red backpack on his shoulders.

"Great," said Lucky, not really paying attention. "…Alright, listen. I think it'd be best if two of us carry him between us. I'm gonna make a sling to carry him in."

"I can do that," Blue said. "My web-shooters have a setting for a net, so it should be easy enough to—"

"What should we do?" Drake asked, finally stepping forward.

"Um…hmm. Listen, why don't you go ahead of us and get out whatever medical supplies you can find? Specs said he's got a first aid kit yesterday."

"He also said he was a mad scientist," Drake added, ignoring the mumble of "rdcl." "Maybe he's got a scalpel or something. Might help Honeybee reach his ribs." Without really waiting for a reply, he turned, fired a webline at the top of the fence, and web-zipped out of sight, followed by Teresa and Ollie.

Blue, who had spent the last several seconds constructing a long, hammock-like structure between his hands, stepped forward with the completed sling. "Guys, you're gonna have to help me get him into this."

Lucky glanced up and made eye contact with Scarlet, and the two of them as one lifted Specs up and into the sling. Each grabbed one end and began walking towards the nearest building. They hesitated as a loud whirring made itself known, and looked up to see a steel-blue jet slow down above them, panels in the wings retracting to reveal propellers and beginning to lower it down.

"There's an eagle logo in a circle on the side of it," Honeybee noted. "Apparently, it's some sort of government aircraft."

"SHIELD," said Lucky and Scarlet simultaneously.

"Uh, quick show of hands," said Blue. "Who wants to stick around for questioning?" When absolutely no one raised their hands, he added, "Thought so. Let's get out of here."


	12. Chapter 12

_Bump._

"Careful."

"I _am_ being careful," Lucky hissed, as Specs' sling bumped into the edge of the window again. Scarlet waited just outside, sticking to the wall and holding her side of the sling with more than a little impatience.

Lucky kneeled on Specs' bed, just beneath the window, and was attempting to edge back on his knees, the end of the webbing closed tight in both hands. He shifted backwards with some effort, and Specs groaned as he hit the sill. Then he was in, and Scarlet darted through after him and set his head on the bed's pillow, peeling off what was left of his mask and goggles, as Lucky went to close the window.

"Hey!" Blue's hand caught the edge of the window halfway down, pushing it back open. "Come on, man. I'm out here too."

"Okay, he's in," Lucky said, ignoring Blue. "Ollie, you know any first aid?"

"Yeah, a little," came the reply, as Ollie set out a small black bag and unzipped it. "I've picked up a few things from Lifeline. And we found his first aid kit. Oh, wow, he was right, this thing is _really good._ "

"Can you set a broken jaw?"

Ollie nodded, still looking down at the kit. "Well, probably," she amended. "I've seen it done."

"Good. Let's get to work. First order of business- Specs, on a scale from 1 to 10, how would you rate your pain?"

Specs stared at him through the one eye that wasn't completely swollen shut. He mumbled something that sounded like "nine," then tried to move. " _A_ gd! Tn! Fg!"

"Hey, remember the part about _don't try to move?_ " Scarlet snarked. "Okay, what've we got for painkillers?"

Ollie held up a small brown bottle, peering at the label. "I don't recognize this name," she said, "but the label _says_ it's a painkiller." She dug around in the kit for another second, eventually finding a hypodermic needle. "Aaaannd we're golden. The bottle says the recommended dose is ten CCs…with the increased metabolism we're dealing with, let's go with…fifteen?"

" _MR!_ "

"He just said 'more,' Blue clarified.

"I think I could've figured that out by myself, thanks. Sorry, Specs, but I'm gonna play it safe for now." Ollie pushed the needle through the rubber center of the vial's cap, slowly pulling back the stopper and filling the syringe.

Lucky turned around. "Where's Honeybee?"

Teresa leaned against the doorframe. "She's in the shower," she said, with more than a little cynicism in her voice.

" _What?_ "

"She didn't take one earlier, and she was complaining. Want me to go pound on the door?"

" _Yes!_ " Scarlet and Lucky said simultaneously. "Please!"

* * *

Outside the warehouse in the Narrows, Arachnolord was lying flat on his back and barely conscious, his mind racing at breakneck pace as he processed what had just happened.

 _Nearly had that son of a bitch I was_ this _close to doing him in would've finished the job if his friends hadn't crashed the party they're all going to pay when I get the chance_

Just then, he heard two pairs of footsteps approach him. He looked and saw a duo of familiar punks walking towards him.

"So, there's the big shot who killed our friend! Listen buddy- payback's a bitch!" one of them yelled, pulling out a Ka-Bar knife.

Just then, the other punk tapped his friend's shoulder and pointed to a nearby aircraft.

"Oh shit! It's SHIELD!"

The two bolted away and ran off into the night just as the SHIELD team landed.

* * *

"And…done!" Ollie proudly announced. "Jaw's set, and he should be capable of intelligible speech again."

"Intelligible? Don't you mean 'coherent'?" Scarlet asked.

"Considering he's hopped up on painkillers and lost a lot of blood, I'm pretty sure he's going to be babbling and rambling for a while."

"'Still hopped up?!'" Specs groaned, his voice little more than a hoarse whisper. "I burn through _six times_ as many calories as a normal person, and you think that dose lasted more than ten minutes?! ( _Aaagh_ it hurts to talk.) Where the _hell_ is Honeybee?!"

"Here! I'm here!" Honeybee gasped, pushing past Scarlet and dressed in a pair of dark jeans and short-sleeved, button-down blouse. "I was looking through those boxes of clothes. Fashion here is _weird_. Sometimes it's normal, sometimes it's like this steampunk film Noir version of normal. Sorry! Where do you need me first?"

"Ribs," said Drake bluntly from next to her. "Look at them, for god's sake!" He looked down at the brown bottle in his hand, hesitantly reaching for a sterilized needle. "Um—guys? This is a _prescription_ bottle. And whatever it is, it's definitely not morphine."

" _It's a painkiller!_ " Specs snarled up at him, then coughed violently. Lucky pushed his shoulders back down.

"I can _see_ that," Drake snapped back, "but I don't like the sound of injecting someone with a cocktail of drugs I've never heard of! What the hell even is—" he looked down at the bottle again. "—Opiorphin? It sounds like a super-refined form of morphine."

Lucky looked up at him, slightly puzzled. "Opiorphin? Isn't that that painkiller they found in human saliva?" He looked down at Specs. "You guys have synthesized that stuff?"

"What, like it's ha— _aaagh!_ " He scrabbled at Honeybee's hands as they pressed against his chest, pushing his broken ribs back into place. " _Fakakta—schvantz—goym—pisher! DRAKE!_ " he screamed, straining the jaw sling Ollie had put in place. _"PLEASE!_ "

Drake winced. Drawing a large dose of opiorphin from the bottle, he found Specs' artery and slowly injected the needle's contents. Specs' face gradually relaxed and his head lowered back down to the pillow. He sighed in relief.

"Ollie, you and Honeybee keep at what you're doing," said Scarlet, picking up a pair of tweezers from atop Specs' dresser. "I'll see if I can get out some of that shrapnel, okay?"

"There are tampons in the bathroom cabinet," Specs wheezed, still staring upwards, "for plugging the holes."

"That's pretty clever," Scarlet commented, but it was drowned out by Lucky, Blue and Drake all cringing and gasping. She and Teresa both glanced around at them, annoyed but not surprised.

"Really, guys?" Specs said flatly. "Scared of compressed cotton balls. Fuck's sake."

"As I was about to say," Scarlet said, pushing past Drake with the tweezers, "that's clever, but Honeybee's honey should work fine. Look what it's already done for your ribs."

Specs tried to raise himself up to look, but with a gasp of pain he settled back down. "I'll— _ach_ —I'll pass, thanks. Just…be quick."

Scarlet nodded. Glancing up at Honeybee, checking to make sure her alternate self was ready, she slowly reached into the nearest gash in Specs' flesh. Her tweezers bumped into something hard, and she carefully pinched it. "Okay…three, two…one."

 _Shlick_ " _AAGH!_ "

* * *

"Sky One," the SHIELD ground team's leader radioed, "this is Agent Gorman. We've found contacts."

" _What's the sitrep?_ "

"Marvels—three of them. One of them looks to be human, while the other two are giant robots. Do the powers that be want us to haul them to the Brooklyn facility?"

" _Last I checked, that was SOP._ "

"In that case, prep an aerial crane for the 'bots. As for the humanoid, we'll handle it."

Gorman turned around to another member of the team.

"Dietrich, give that guy his meds. 300 cc's of thorazine should probably keep him sedated long enough for transport."

"Yes, sir."

* * *

Honeybee slowly, slowly stepped away from the bed, her face pale and her hands outstretched in front of her as though she was trying to keep them as far away as possible. "Okay," she said, "I've decided that a medical career definitely isn't for me."

"Same," Drake said simply, wiping his hands on a paper towel. "Well, it's done at least." He turned and tossed the paper towel into the wire-frame trash can under Specs' desk. "Now what?"

Scarlet sat on the edge of the bed, holding a blood-soaked paper towel containing the PVC shrapnel she had dug out of Specs. Lucky joined her, the bed creaking slightly as he dropped his whole weight on it at once and slumped, weary. "Now," he groaned, "someone should probably keep an eye on him during the night. Make sure he doesn't do anything stupid or go into shock or something."

A quiet, gurgling laugh from behind him. "You thought I might do something stupid," croaked Specs' slurred voice, amused, " _before_ you thought I might go into shock? I wonder if I should be insulted."

"I vote we take shifts," Scarlet said, ignoring him. "There's no reason why one of us should stay up all night while everyone else is resting. Any volunteers?"

Another laugh, as Teresa and Lucky both _very hesitantly_ raised their hands. "Y'all's insomnia game is weak. If I wasn't about to die from blood loss, I'd be working on some new tech ideas and making more web fluid until dawn. It'd be great, just me and the coffee pot. Oh, and working on MJ's amps. _Shit_ , I forgot to finish those today!"

Lucky laughed at this last bit. "I think, Specs," he said, "you've managed to take enough painkillers to get loopy. Congratulations, you did it."

"Woo-hoo. So this is how it feels to be a champion."

Teresa winced visibly, slowly lowering her hand. "Ooooh…is it too late to un-volunteer?"

"Yes," Lucky snarked good-naturedly. "But I'll stay up with you, so you'll have someone coherent to talk to. No, no need to thank me." He turned and gave Scarlet a peck on the cheek. "Night, Red. I'll turn the shift over to Drake at about midnight."

"See you then, Tiger," Scarlet said. She returned the kiss, before standing up and beginning to escort the others out of Specs' bedroom.

"Who am _I_ going to chat with?" Drake asked no one in particular.

Blue raised a finger casually. "I'll do it. Just wake me up."

"Thanks, man."

"Hey, Olivia?" Specs' strangled voice called after them. When Ollie ducked her head back into the room, he said, "You seem to be the most tech-savvy one here. Can you take my phone and email some of those photos to the _Daily Bugle_?"

"Sure," she said, grabbing the heavily modified OsPhone.

"The PIN is 6251747. And the email address you're looking for is rconway at dbmail dot com. A-and the software is loosely based on Linux—"

"I think I can figure it out," she interrupted. "And, um. I don't _mind_ being called Olivia, but I'd rather you called me Ollie. Or Spyder…" And with that, she disappeared from the door.

"But I _like_ the name Olivia," Specs said, half to himself. As Teresa eased into the desk's chair as though into an uncomfortably warm bath, he returned his gaze to the ceiling. "…I really do need to make more webbing…"

"Oh, yeah, that's right," Teresa said suddenly, standing back up just as she had started to sit. "Webs aren't one of your powers, I forgot!" She crossed over to the bed, looking down at Specs' wrists. On each of them, obscured by a mess of gold-tinged lines of residue, was a crushed machine with a nozzle and a trigger that rested on his palm. "So you… _make_ it?"

"Yeah," Specs said, a note of pride just barely audible in his voice. "I invented a synthetic spider silk, just as strong as the real stuff. And I built machines to fire it." His slight smile faded. "Course, it's expensive. And the webbing deteriorates into uselessness in an hour. And I run out a lot." He raised his right arm to look at his wrist and scowled. "And my shooters keep getting smashed. And—"

"Here," said Lucky, leaning forward and carefully reaching for each web-shooter. Specs was right; after over an hour of being exposed to air, the webbing that had exploded across each device had decayed into something that practically fell apart as he touched it. Lucky carefully removed them and moved over to Specs' desk, rummaging through the drawer until he produced a screwdriver.

"There's spare parts in a box in the closet," Specs said weakly. Silence filled the room for a few seconds, before Specs tried to jerk up. " _Hey!_ You guys— _AAAGGH, regreeeetts._ " He slowly lowered himself back down, clutching his ribs and grimacing. "But you guys— _ow_ —you guys have organic webbing, don't you?"

"Um," said Lucky, looking at his own wrist as if checking, "yeah. Why?"

"How's it work?"

Lucky gradually stopped rummaging through the closet. " ..Sorry, what?"

"Could you come over here? I wanna see."

Lucky began to roll the chair over to Specs' bedside, but Teresa was already sitting on the edge of the bed, and she pulled off her glove and showed Specs the underside of her wrist. In the space just to the side of the tendon rested a small slit in her skin, barely visible to a casual observer. She made a motion with her fingers and, with a loud _THWIP!_ a pencil-thick line of white silk shot from the slit and splattered against the wall. Specs reached up, with a bit of difficulty, and plucked the webline like a banjo string.

"Bizarre," he commented. "Is it the same for all you guys? Hey, Lucky, come over here!"

The chair's wheels rolled across the bedroom floor until the backrest bumped into the mattress. Lucky, who had already removed his gloves for the improvised surgery, flexed his wrist to show Specs the horizontal slit there. He pressed his middle and ring fingers into his palm, and a similar line of silk jumped across the room and stuck to the wall.

"Do you need to do that?" Specs asked. "The ASL love sign, I mean. I mean, when _I_ do it, it's to, you know. Push the trigger. Is there a biological reason, or—"

"The spinneret," Lucky interrupted, "is wired to this nerve cluster in my palm. Pressure is put on that; I fire a webline. It's kind of a reflexive mechanism." He looked over at Teresa, waiting for her input.

She glanced back at him, then at Specs, and shrugged. "I'm not a scientist," she said. "I have no idea. This is just the only way I've figured out how to shoot webbing."

Specs attempted to move into a more comfortable position, wincing. " _Agh—_ jeez, where has my brain _been_ for the last twenty-four hours? Why haven't I thought about this? I've got a whole _bunch_ of questions now!" He paused, but only for an instant, as though selecting his first question. "…For starters, where the hell are you getting all that _mass?_ You can't just be pulling it out of your asses, right?" He considered this statement. "Hah! Out of your asses. Because, you know, spiders secrete silk from their abdomens—"

"I _did_ get it the first time," Lucky said reassuringly.

"Kay, good. 'Cause you guys are using up _huge_ amounts of protein, with all the webbing I've seen you use! And-and how are the glands producing so much at once?! Have you guys ever run out?"

"No," Teresa answered—but then her brow furrowed, and she looked at the webbing she had fired to demonstrate. "…But that's a good point. Where _is_ all this coming from?"

"Do you guys ever go back and eat the stuff you've already fired?"

" _What?_ " Teresa looked down at him like he had just spontaneously spoke Mandarin. "No! Of course not! That would be _so gross_!"

Lucky looked uncomfortable at this declaration. When first Specs, then Teresa, looked at him curiously, he rubbed the back of his neck. "…Kind of? I sometimes use it as dental floss."

"That's not what I mean!" Specs protested. He again attempted to sit up, again immediately regretted this decision, and again struggled to get comfortable. "Spiders—I mean, you guys have probably researched real spiders. You know they eat their old silk to recycle protein. How could you use as much webbing as you do, without doing something like that to replenish yourselves? How the hell are you not malnourished as shit?"

Lucky shrugged. "I don't know. I've formed a couple hypotheses, but nothing concrete."

"…" Specs chewed his lip thoughtfully. "How…do you suppose _I_ could get that power?"

Lucky, about to return to repairing Specs' web-shooters, and Teresa, scratching at her spinneret with a furrowed brow, both looked down at Specs bewilderedly. "What?" asked Lucky. "You…you can't, can you? Not unless it was in the DNA that was spliced into you when…I don't know how you got your powers. Some kind of spider bite, right?"

"Maybe you'll develop organic webbing in the future?" Teresa suggested. "Maybe your powers are still developing."

"They're not." Specs put his hand to the wall by his bed, stuck, and, groaning through his teeth, pulled himself up until he sat with his back to it. " _There we go!_ I got my powers through this bite that was carrying the Oz virus, containing genes from a couple different species of spider. It was an abnormal strain; OsCorp hasn't figured out yet exactly how to replicate it, thank god. Point is, those genes fully integrated themselves into me a _long_ time ago. And the way Banner skotaphyll works means—"

"Banner _what?_ "

"Skotaphyll. It's kinda like this man-made, _stupidly_ complicated chemical based on chlorophyll. Kinda like how chlorophyll uses visible light to fuel the creation of sugars, skotaphyll uses gamma radiation to fuel the creation of proteins."

Lucky stared into space for a second, thinking. "…That makes… _almost_ no sense. What?"

"I just know the basics. If you want to know exactly how the hell that works, I can't help ya. But it means that if I was gonna get organic webbing, I would've already gotten organic webbing. But just hear me out! Imagine if I took a few cells from your silk glands, some of your stem cells, and injected them into my forearm, right about _here_ —"

"Are you _seriously suggesting this?!_ " asked an appalled Teresa.

" _Yes!_ If I could do that, maybe keep them alive with isoaldehyde cycles while they develop and some arteries are diverted to them—you look nauseous, Terry. You okay?"

"Please stop talking," Teresa said weakly. "Drake was right. You are a mad scientist."

" _Radical_ scientist! I am not crazy!" Specs looked from Teresa to a visibly uncomfortable Lucky. A slightly frantic demeanor had come over him. "Lucky, help me out here. If the implant succeeded, it'd be a hell of a leap in stem cell research, right? The growth of two _entire new organs_ in the host's body! Organs that _laugh in the face_ of Conservation of Mass! And I could—"

"It's an interesting idea to toss around," Lucky said slowly, holding up a hand to stop him, "and I'm not gonna call you mad. But in _practice?_ That's a terrible idea. Call me squeamish, but I'm not a huge fan of when the scientist runs experiments _on themselves._ Off the top of my head, I can't think of a single time that's ended well."

"Yeah, but—"

Specs stopped abruptly, his mouth still open as if he had stopped himself before his mouth had realized. He slumped a little lower against the wall, his hands clasped in his lap and his eyes distressed and downcast. He took a deep breath, looking away from the two.

Lucky leaned forward. "Specs?"

Specs seemed to gather himself before beginning to speak again. "But do you know how useful it'd be? To have freaking _bottomless_ webbing supplies? To have webbing—" he grabbed the end of the line Teresa had shot, holding it up. "To have webbing _this_ thick? A spider-silk cable this thick can theoretically stop a 747 in midair. This could catch a falling _bus._ Guys, imagine how many more people I could save if I had organic webbing! How much easier it would be to beat super villains! I mean, I've already got two hundred seventy-six ghosts, I bet I could—could—"

Lucky and Teresa had both started when Specs rattled off a number, and now Lucky held up a hand sharply. " _Wait!_ Go back!" When Specs looked at him confusedly, he set his hand down. "Two hundred seventy-six? What-what-what do you mean?"

Specs stared at him, his lips slightly parted. He looked as though he was internally debating whether to divulge. "…That's how many bystanders have been killed in the crossfire of my battles." His voice was flat and miserable. "Including that apartment one today. Before it was a hundred seventy-two."

Teresa glanced at Lucky; the expression of horror that was creeping across his face mirrored her own. Turning back to Specs, she shakily said, "You…you _count_ the casualties?"

"Course I count," Specs breathed, looking at neither of them. "Those bodies are on me. That blood's on _my_ hands. I get reckless. Or paranoid, or I panic. Not strong enough, fast enough, smart enough…" He drew his knees up to his chest. "Don't tell me I couldn't have saved them. I apparently had enough in the tank to get _myself_ out alive, so why not them? And—and Uncle Ben—he's dead because _I did nothing._ And Gwen…if I had just…" He stopped, gritting his teeth and holding back a sob as his eyes squeezed shut.

Lucky slumped backwards in his chair, staring at his counterpart. Teresa reached out a hand to take Specs', but his eyes snapped open and towards her as she got closer. She stopped just before touching him and, after a moment of uncertainty, pulled away awkwardly.

"I can't do this," Specs growled suddenly, sliding forward.

"What?" said Teresa, confused.

"Can't do it. Can't just sit here. _Agh_ —I have to make more webbing. I need—to—" His feet touched the floor, stuck there, and he pulled himself into a standing position sharply and immediately almost fell forwards. He caught himself, but his knees trembled and his eyes had lost focus.

"Oh, God," he breathed, and collapsed.

Teresa and Lucky both lunged forward to catch him before he hit the ground. "Stubborn kid," Lucky muttered as the unconscious teenager in their arms still seemed to slump away from the bed. Teresa moved over to his legs, and with some awkwardness they moved him back to the bed and lay him on top of his sheets.

"Lucky?" Teresa asked as Lucky turned around, an uncharacteristically weary expression on his face. "Are you okay?"

"I…don't really know. You got a moment?"

"Yeah, I do. What's eating at you?"

Lucky leaned against the dresser. "It's Specs. He scares me." He looked over at the battered teen on the bed. "I don't know if it's just because we're alternate versions of each other, but I see a lot of me back when I was his age in him."

Teresa looked down at Specs, then up again. "I'm not sure I see it."

"Well, I'm older now. Believe you me, you are not gonna be the same person you are now by the time you reach college. By the time I got bit and became Spider-Man, I was living on my own, and doing pretty well I think. I grew up before I ever got powers." Lucky looked down at Specs, who had rolled onto his side, curled up slightly, and brought his slightly-shaking hands to his chest. Teresa touched a hand to his shoulder reassuringly as Lucky continued, "I mean, obviously, this kid's seen some nasty stuff. But if I had gotten powers at fifteen like he did…I don't know. It just scares me."

"Lucky, how old are you and Scarlet? You said you were going for your Bachelor's earlier—"

"Twenty." Lucky grabbed the back of the chair and slowly pulled it back to the desk. "Scarlet turns twenty-one in a few months. And you?"

"I'm fifteen," she replied. She looked back to Specs. "…And I'm starting to feel like that shouldn't be old enough."

* * *

" _Subject is coming around._ "

Arachnolord's eyes fluttered open. Above him was a harsh fluorescent light. He sat up, looking around. A pair of thick handcuffs encircled his wrists. An eight-by-eight metal cell greeted him, one wall partially made of a foot-thick pane of reinforced glass with metal wiring running through it. On the other side of the glass sat a brunette woman in a dark blue jumpsuit with a tablet and stylus, legs crossed and a slightly disdainful look on her face.

Arachnolord growled and lunged at her. His spider-sense tingled an inch away from the glass, but then his fist connected and a jolt of electricity surged up his arm. He yelled, dropping to his knees in pain. The air smelled of burned fabric from where the electricity had jumped from his ankles through the pant legs to get to the ground.

"That was the warning jolt," the woman's voice called casually through twin speakers in the corners. "High voltage, but relatively low in amps. Relatively. Next one's gonna be fatal."

Arachnolord stood with a bit of effort, glaring at the woman.

"Who the hell are you?" he snarled.

"Agent Chambers, SHIELD." She didn't even look at him as she said it, instead focused on the stylus she twirled between her fingers. "We've got some questions for you."

Arachnolord sighed through his nose. He turned away, sauntering back towards the bed set into the back wall, and sat down on it. "Fire away. It's not like I'm going anywhere."

"What's your name?"

"Peter Palmer, but you can call me Arachnolord."

"Right," said Chambers condescendingly, typing on the tablet. "…Peter…Palmer. And where're you from?"

"Queens." Arachnolord paused. "Well, _a_ Queens. A different version. Mind loosening the cuffs a bit, babydoll—"

"If you call me 'babydoll' again," Cambers interrupted bluntly, "I will personally see to it that you'll be eating nothing but gruel for the next six months. The cuffs stay where they are."

"Women! All the same!"

Chambers, who in this time hadn't looked up from the tablet, raised her eyes to flash him a dirty look. "Be grateful my job description doesn't include dishing out feminist speeches, because if it did we'd be here till dawn. You said you were from an alternate version of Queens. Care to elaborate?"

"Not really."

Chambers sighed, setting the tablet aside. "We know you're from an alternate reality," she said, rubbing her eyes. "We know you came to this one by bursting out of the reanimated corpse of one of the arthropod-like organisms that invaded OsCorp last night, which we've named FAO-91. If we don't know anything about where you're from, we have no way to send you back."

"Fine by me."

"And you'll be locked in this cell for the rest of your life. Which won't be long, since you'll probably be dissected." Chambers raised a single eyebrow, sharp as a sword. "Interested in chatting now?"

Arachnolord cleared his throat. Chambers gave him a fake smile and picked up the tablet again.

"I don't know the 'number' of my world," he began. "Back home, there was a change in management in DC about five or ten years ago. Some general named Joe Colton overthrew the government with his private army known as 'GI Joe'."

"…GI Joe." Her stylus slowed to a stop. "If you wanna stay off a lab table, it's in your best interest to not make stupid jokes."

"Who's laughing? Well, he and his new regime made contact and then teamed up with some dictatorial alien robots called the 'Autobots', and then—"

"Okay," Chambers interrupted, "now I _know_ you're shitting me. My kid brother _watched_ that cartoon. If you don't start cooperating, Palmer—"

"Do I look like someone who wants to get dissected? I'm telling you exactly what happened. Nowadays Colton's trying to unify North America under his banner…everything except the Northeast US."

"Why's he not trying to take in the Northeast US?"

"Because it's not worth it. From Boston to Philadelphia, the Northeast belongs to the underworld. We, the scum of the earth, _own_ that territory. Every major city there's a perpetual battlefield between the gangs. It's law of the jungle there…and I wouldn't have it any other way."

"Hmmm." Chambers set aside the stylus, looking down at her screen. "And are your robot friends from this alternate universe as well?"

"Don't think so."

"Well, thank you, Palmer. This was…an irritating experience." She stood up, tucking the tablet under her arm. "In a few hours you'll be fed. _Not_ gruel, well done. And don't try to escape, I've heard the aftereffects of the knockout gas are _quite_ painful."

As she started sauntering towards the door, Arachnolord stood up and walked to the window. "You think I'm just gonna sit quietly?!" he shouted after her. His arms flexed, and after a few seconds the reinforced carbonadium bent and tore and he ripped the cuffs in half. " _I will kill every single person in this complex! YOU, I will personally hang from the roof by your neck! JUST YOU WAIT!_ "

* * *

Tarantulas adjusted his sensors, switching from visible light to infrared to sonar. Somehow, when the SHIELD team had taken his incapacitated cohorts, he had managed to slip into the same sewer cave-in that he had emerged from hours before, and now he walked through several inches of sludge that may once upon a time have been water.

He knew that any plan he conceived was unlikely to be achievable alone. Blackarachnia may have been imprudent and dense compared to him, but she was one of the most capable fighters he had worked alongside, and Waspinator…

…was another set of hands.

All he needed to do was track down Waspinator and Blackarachnia's energy signatures, and he'd be off to the races as it were.

* * *

"So, Lucky—out of curiosity, what kind of hypotheses did you come up with about our organic webbing?" Teresa asked.

"Main one is that it's continually produced and thus always 'on tap'. As for where it comes from, I'm going to say the materials come from my diet, since I've been taking in a fair bit more protein than I did before getting my powers."

"Makes sense, I guess."

There was an awkward silence.

"So…I was kind of wondering about what kind of villains you and Scarlet go up against." Teresa finally said.

Lucky took a breath.

"First one we went up against was our iteration's version of Black Cat. After that, we had a run-in with some guy calling himself Doctor Octopus, followed by Scorpion, Shocker, and Electro—"

"Wait, you've got a Shocker and Electro? What're they like?" Teresa butted in.

"Shocker's basically a goon with some kind of vibrating gauntlets- he doesn't seem to have a lot going on upstairs. As for Electro…from what I've gleaned from our encounters, she's basically just a career criminal with lightning powers."

"Huh. Back in my iteration, Shocker was pretty much the first bad guy I went up against. He seemed a _lot_ more competent. And as for Electro…mine's a dude who got lightning powers by being mutated by electric eels or something, and he's reformed now."

Lucky nodded.

"Anyways, after those two came the likes of Vulture and Mysterio, and then all the baddies I just mentioned teamed up to form some outfit called the Sinister Six. Well, almost all of them- Scarlet and I haven't seen Scorpion since that first encounter with him."

Teresa nodded.

"After we beat the Six, we managed to expose OsCorp's scheme, and then Norman himself came after us as the Green Goblin. Last I checked, he's in an insane asylum."

"So, what happened after you beat the Goblin?"

Lucky took another breath.

"Things got _weird_. Scarlet and I've been pursued by a mercenary outfit called 'The Pack' whose leader's some Russian weirdo who goes by the moniker 'Kraven the Hunter', fought a prizefighter who managed to get his hands on a mini-mecha and calls himself 'Rhino', and right before we were sent here, we were up against a cyborg mobster with a pair of light machine guns in his chest. And that's just the highlights reel. You?"

"My iteration's got a Rhino, but he's some kind of genetically-altered thing."

Lucky nodded before glancing to the nearby alarm clock.

"Well, nice chatting with you, but our shift's over. Want to pick this back up in the morning?"

"Sounds like a plan."

The two got up and approached the door before running into Drake and a not-quite-awake Blue.

"How's Specs?" the former asked.

"He's hanging in there." Teresa replied.

"Is he coherent?"

"Coherent enough. Let's just say he's a talkative drunk." Lucky said.

"…okay. Thanks for the update. See you all in the morning."

* * *

 **Notes From Courier:**

 **-SHIELD agents Gorman and Dietrich are nods to two of the Marines from Aliens.**


	13. Chapter 13

_The car doors dented as his back hit them, the entire SUV sliding back an inch as he bounced off it and fell to his knees. His breath had left him, and as he gasped for air he looked up at his opponent—he must have been six feet tall, built like a linebacker, and clad in a suit of matte black armor that hid his entire body save for his mouth and jaw. A pair of eyes glowed green in the helmet, and as he advanced a black, robotic tail snaked up and curved forward from behind him, its eight-inch blade pointed directly at him._

 _Peter—his "costume" consisting of a hoodie, balaclava, and his goggles to protect his glasses—pulled himself to his feet. His skull was tingling almost painfully, and he took a step back as the Scorpion moved towards him, sneering. His back bumped into the SUV. He felt his heart racing as the ringing in his head swelled and the tail drew back as though winding up, and then—_ **move** _—he jumped, landing on the roof of the car as the tail stabbed into the door where he had been and pushed it another few feet towards the end of the Queensboro Bridge._

 **move**

 _He jolted to the right as the Scorpion charged him. The armored fists slammed into the roof of the SUV, and horror stopped his heart for an instant as he heard the screams of terror from within. He skipped off the roof of the car and slammed a fist across the Scorpion's face—and gave a scream of pain; he felt as though he had broken his hand._

 _The Scorpion, by contrast, barely seemed to register the blow beyond fury that it had been delivered at all. As Peter clutched his hand, gasping in pain and exhaustion, the Scorpion put his foot to the side of the SUV and pushed, yanking the blade of his tail out and rounding on the boy. But, even as his skull blared like a siren and terror flooded him, he stared at the SUV as it teetered at the edge of the bridge._

 _He_ jolted _forward, weaving around the Scorpion in accordance with the tingling, and caught the edge of the car's bumper right as it overbalanced and began to fall._ **move,** _urged his tingling skull, but he planted his feet and yelled as its last tire slipped over the edge and the weight of the car jolted up his arm. An instant later, with a slashing sound, a white-hot line of agony jumped diagonally down one of his thighs._

 _He collapsed, screaming from both his leg and a second jolt of weight threatening to rip his arm out. Those in the SUV were screaming too, and Peter dug his already-sticking fingers into the bumper desperately as the ringing in his head rose to a shriek. He cracked his eyes open to see as Scorpion stepped over to him and kicked his shoulder to expose his side._

" _Wait," Peter gasped as Scorpion's boot rose above his ribs, "PLEASE—"_ **move—**

Specs' eyes shot open as a thunderbolt of pain roared across his ribs. He screamed, his entire body trying to curl into it.

 _He felt the bumper break beneath his fingers, heard the screams as the SUV started to fall—HE COULDN'T BREATHE, his chest was nothing but pain as his arms shoved the boot to the side as it came down for another stomp—he rolled over to see the SUV falling, almost to the river already—_ **MOVE** _—_

Specs tried to roll, he really did, but the ache burst into stinging and he screamed again as _the blade of the tail buried itself in his back, dragging him away from the edge. He struggled and kicked and for his efforts felt the blade slip from its wound, but then collapsed where he lay, sobbing_ —his eyes burned as he tried to push himself up, desperate, terrified—"Specs! SPECS! You're not in danger!"— _he managed to roll over, sit up, and was trying to move away when that robotic tail wrapped around his throat and lifted him off his butt, off his feet—he was face to face with those glowing green eyes as the mouth sneered and a fist pulled back_ —

A pair of hands wrapped around his wrists as he clawed at his own neck, trying to rip the tail away. "PETER!" screamed Scarlet, fighting his straining hands and locking green eyes with Specs' hazel.

Specs froze, but only for a second, staring up at her. His heart was trying to break out of his chest, his ribs still hurt with every breath as he sobbed under her. "Get off," he breathed through his tears, still struggling, "get _off…_ "

Scarlet slowly released Specs' hands, climbing off the bed and sitting at its edge. She never stopped looking at Specs, who gradually pushed himself into a sitting position, still trembling like a leaf. His eyes were wide, bloodshot, and stared at nothing. Gradually, he put a hand to his mouth and squeezed his eyes shut, looking sick.

The door slammed open, and both Lucky and Blue skidded to a stop just inside. Scarlet turned towards them as Specs squinted in their direction, and Blue cleared his throat awkwardly. "We heard someone scream 'Peter,'" he said lamely. "And we heard screaming. Oh, Specs. I'm glad you're awake."

"Yeah," breathed Specs, looking away and squeezing his eyes closed. "Y-yeah, so am I. _Aagh_." He reached up to his face and, forcing his eyes back open, stuck to and removed a pair of misshapen contact lenses. "Dailies. I'm not supposed to sleep with them in."

As he tossed them in the general direction of a garbage can-shaped blur, Scarlet crossed to the nightstand, picked up the pair of glasses lying in front of the alarm clock, and offered them to him. He took them gratefully, unfolding them and slipping them on with both hands.

"Red," said Lucky quietly, taking his girlfriend's hand, "I kinda want to talk with Specs and Blue. Just the Peter Parkers, without anyone else."

"I getcha," Scarlet said. She started for the door. "I'll get out of your way."

"Thanks," Lucky called after her as the door slowly closed. "Love you!"

"Love you too," she called back, but the door clicked shut midway through the sentence.

The two Peter Parkers turned to the third, who was still sitting on the bed without looking at either of them. He took a deep breath through his nose and said, still looking away, "What time is it?"

"About 10:30," Blue said, sitting down in the desk chair.

"I finished fixing those web machines of yours," Lucky added. He plucked one of the web-shooters off the dresser and sat next to Specs, fiddling with it. "I was kinda surprised when I realized they were mostly analog. The only battery-powered piece is that light that turns on when you're low. Why is that?"

"The Electros can both absorb electricity," Specs said dully, staring at the web-shooter in Lucky's fingers. "This way, if I run into them, I'm not screwed."

"There's a way around that," Blue piped up. "You just have to design the shell right. Do you have cerebanium here?"

"No," said Specs, at the same time as Lucky said, " _I've_ never heard of it."

"Oh. Then never mind. Yeah, analog is probably the way to go."

"Yep," grunted Specs, his chin on his knees. The silence filled the room, threatening to suffocate all three of them. Lucky and Blue glanced at each other, each inviting the other to speak. Slowly, Lucky set the web-shooter on the nightstand next to him.

Specs slid forward, moving as though to stand up. "I think I owe Scarlet an apology for yesterday—"

"I've got a rebuttal for you," Lucky interrupted bluntly, his hand reaching for Specs' shoulder from behind. Without looking, Specs froze an instant before it connected, but when it did Lucky pulled him back to sit. "You... _insinuated_ that we don't really care about the people we try to protect, just because we accept we can't save everyone."

"I know. And I'm sorry, it was rude. I just—"

"You're not stupid, Specs," Lucky said. "You synthesized spider silk when you were fifteen. _Clearly_ you're a genius. You must knowthat you can't save everyone. It's impossible. You _know_ that." He hesitated, weighing his words, before deciding that the blunt approach was best. "But when you _refuse_ to accept that…is it because you care _that much_ about them?" His grip tightened on the teen's shoulder. "Or are you _trying to die?_ "

* * *

"Morning, Scarlet. How was your shift?" Honeybee asked.

Scarlet groaned without giving her more than a glance. "Lemme get my coffee first," she said, "then I'll tell you." She trudged to the half-full coffeepot, which sat not on its heater but on the island counter that the group at large sat at. Teresa had swapped her costume for a white shirt and dark blue and brown jeans, and Drake had apparently raided Specs' dresser, for he wore a pair of jeans that ended an inch above his ankles and a slightly-too-tight black T-shirt. Ollie still wore her jumpsuit.

"Not a morning person, huh?" Ollie said, concealing a smile as Scarlet grabbed a mug out of a cabinet and filled it. A grunt was the only reply as Scarlet put the cup to her lips and began to drain it.

When she finally set it down, she glanced around the island, noticing that each of the others save Honeybee had a few sheets of paper in front of them. "Specs had a nightmare. Maybe a flashback, I don't know…he seems like he's still in a bad place right now, though. The other Peters wanted to talk to him alone, so…What're you guys doing?" she asked.

Ollie, who had by far the largest stack of paper before her as well as the tablet, sat up a little straighter with an air of importance. "I'm teaching them how to play _Dungeons and Dragons_ ," she said brightly. She folded her hands behind a homemade DM's screen made of two sheets of paper stapled together. "They'd never played it before, so I figured, why not? so we're in the middle of character creation. Lucky's Mage was shaping up to _kick ass!_ Wanna join us?"

Scarlet, who had started laughing at the statement on Lucky's character, waved a hand as she got her chuckling under control. "I'm good," she said at last. "Thanks for asking, but I'm fine. Honeybee's not playing, either?"

Honeybee shook her head, sipping the off-brand cola she had found in the fridge. When she set it down, her mouth was subtly downturned. "Um…Scarlet," she began, "I was actually wondering if you wanted to talk. You know, Mary-Jane to Mary-Jane. Like what Lucky and Blue and Specs are doing."

Scarlet shrugged as she poured another half a mug of coffee. "Alright," she said. "Let's sit by the window. I like watching people go by." She stepped towards the windows as Honeybee slipped off her stool and after her. They found themselves sitting on the armrests of the chair up against the window; Honeybee cleared her throat awkwardly as Scarlet stared down at the traffic and bystanders of the street below.

"…You have any family?" Honeybee asked.

Scarlet's features hardened, but only for an instant. "Gonna lead with that, huh? Immediate family is my mom and little sister Gayle. Aunt Anna's dead. Dad's been out of the picture since I was about twelve, and good riddance to that rat-faced bastard if you'll pardon my French."

"How bad was he?" Honeybee asked.

She tensed again, and this time the tension remained. "He drank, gambled, and womanized in Atlantic City a lot of the time. Let's just say Mom's side of the family kept us afloat." She noisily sipped her coffee, as though to signal the end of that answer.

"Oh." Honeybee squirmed into a more comfortable position. A bee alighted on her soda can, drinking from a drop near the rim. "Mine just drank. And…hit mom." She didn't notice Scarlet's head swiveling to stare at her, eyes wide. "Occasionally he hit me, too, but only when, y'know, _really_ drunk—"

"That's not an excuse!" Scarlet's voice had gone shrill. "Mary-Jane—Honeybee—you have _told someone_ about this, haven't you?! Someone in _your_ iteration, someone who can actually do something about it. You can't justify abuse by saying he was drunk. You can't justify it _at all._ Promise me that you'll tell someone, do something when you get back to your iteration."

"But—" said Honeybee.

" _Promise me._ "

Honeybee gradually nodded. "…I promise."

* * *

Blue sat up sharply. He looked about to reprimand Lucky, but hesitated as he saw Specs lean forward, saying nothing. The silence seemed to drag on; Blue looked increasingly worried as Specs' hands wrung and he looked straight down. Specs' mouth opened, but not a word came out. He shut it again. During the first aid of last night the remnants of his costume's shirt had been removed, and now the others could see, with disturbing clarity, the scars that dotted his body. Two or three bullet wounds in his back along with distorted pockmarks of shrapnel and a few lines of pale, misshapen flesh. His chest and stomach were hidden by his posture and several bandages, but they could see the edges of similar scars as he slowly lowered his hands.

"The first one," he breathed, still looking down and his voice stilted. "I think. I'm not trying to die, I just…" He stopped, his jaw clenched. Blue and Lucky glanced at each other, concerned, as Specs shifted away from both of them slightly.

When he started speaking again, his voice was on the edge of cracking. "…I-I mean, it's gonna happen, y'know? No point in dancing around it, I'm gonna die wearing that costume. A-and I've gotten so many people killed…maybe I deserve it? I dunno." As Blue stared at him with an expression of utter horror, he looked up, although he stared at nothing. "No, that's a bad way to put it. Maybe…I owe them that much? I mean—dammit—I _tell_ myself I'd give my life to save someone, but obviously I haven't actually done it...God knows how many times I should've by now…" He paused, rubbing at his face with the back of a hand, his shoulders just barely shaking. "So, it's gotta happen eventually, b-but I shouldn't stop—trying to h-help just…because…I'm selfish and s-scared…"

His voice trailed off into silence as he lowered his head, his trembling fists to his temples as his chest shuddered and he hid his face. Lucky, pale as bone, hesitantly reached a hand towards him again, but Specs shuddered as the hand came close and Lucky withdrew it.

"You're being pretty pessimistic, aren't you?" Blue said, his eyes wide as he stared at Specs. "T-that's a pretty out-there prediction, yeah?"

"Not really," Specs replied, finally looking at him. His face was pale and his eyes wet behind the glasses, and an expression of surprise seemed to spread across his face in slow motion. "…Why? You mean you don't…" he looked over at Lucky, his eyes wide and distressed. "… _Neither_ of you…?"

Lucky shook his head slightly. "I don't think _any_ of us," he breathed.

Specs' eyes flickered downwards as this sank in. "Oh, God," he whispered, and now his voice _did_ crack. He sat where he was as though frozen for a second, then he stood up sharply and almost stumbled towards the door.

" _Oh,_ no you don't!" Blue snapped, shooting out of his chair after him. The ringing in Specs' head rose sharply and he whirled towards Blue, almost falling backwards but catching himself on the edge of the dresser. He gave a small cry as Blue grabbed his shoulder and pulled him back towards the bed. "You have already run away from _one_ of these conversations," Lucky said through gritted teeth. "And you are _not_ escaping another! Sit down!"

* * *

"I wish I had my handbooks with me," Ollie muttered as she scrolled down a document on the tablet. "The rules seem a little different here, but— _agh._ Free PDFs do a horrible job of detailing this stuff."

Teresa looked over the character sheet Ollie had printed out for her, tapping at it with a pencil. "What's the difference between intelligence and wisdom again?" she asked, her brow furrowed.

Without looking up, Ollie said, "Intelligence is knowing a tomato's a fruit. Wisdom is not putting it in a fruit salad. Okay, y'know what?" She pushed the tablet to the side. "I'm gonna go from memory here. The rules basically boil down to 'roll a d20 and add the relevant modifier'. That's these numbers; that's why we rolled stats earlier."

"I see," said Drake. He raised an eyebrow at his own character sheet, looking at the back. "And all this other stuff is…? Why is there a spot for religion on here? And what the hell is initiative?"

Ollie sighed. "Stuff like, like religion and skills help flesh out your character. It's a role-playing game, after all. Initiative is for—"

"I'm not gonna get this," Teresa muttered as she stared down at her sheet. "I am _not having fun here._ "

"Yeah, character creation can be boring sometimes," Ollie allowed, "but it gets—"

"Fuck it." Teresa pushed the paper aside, leaning on the counter as Ollie groaned and facepalmed with both hands. "Let's do something else. Let's talk about home. Drake, did you say your brother was taking care of you? No parents?"

Drake shrugged. "No dad, anyway. Mom was too busy being a raging alcoholic to do much _parenting._ She had this boyfriend—less said about him, the better—but we recently moved over to my aunt Felicia and Uncle Charlie's. They're good people. I really like them. And you, Terry? You said your mom died, are you living with your dad then?"

Teresa had given up correcting any of them; she sighed as she looked down at her folded arms. "No," she said. "I'm living with my sister. I never knew my dad, thank God. Mom left him before I was born."

"Ah. That much of a dick, huh?"

"…Yeah. Yeah, let's call it that. Do you think Specs is doing alright? It's been a bit since we heard him scream."

* * *

Specs all but collapsed back onto the edge of the bed. Blue hovered over him briefly, as though making sure he wasn't about to bolt again, before he sat back in the chair and rolled it a few feet closer to Lucky and Specs. Specs put a fist to his mouth, as though worried he was about to puke, as Lucky slid forward to sit beside him.

"…What happened?" Lucky said at last. He leaned on his knees, leaning forward to try and meet Specs' eyes. "In the beginning. Why do you keep going with _that_ in your head?" He took a chance. "…Who hurt you?"

Specs took a deep breath. Pushing his glasses up to his forehead and rubbing his eyes, he swallowed once and muttered, "I did." He felt Lucky tense next to him and held up a hand to stop him. "I…I let a thief go. I saw him running out of a corner store after I got my powers, the owner yelled at me to stop him, but I just stood back and ignored it." He looked down and slid a foot across the ground. "And then—"

"He killed Uncle Ben," Blue interrupted.

"…Yeah."

Blue nodded, slouching in his seat and folding his arms. "I know. It happened to me too. I…had just had a fight with _my_ Ben. He brought up Dad—my parents died in a plane crash when I was four," he quickly added as an aside to Specs. "And I was… _so angry_ about that, that when I saw a thief running out of a store, I was just like…fuck 'em."

A single, bitter laugh escaped Specs. "At least you've got _that_ as an excuse," he croaked. "At least you can chalk it up to being an angry teenager! _I_ was on Cloud Nine when it happened! I-I had just come out of a fight club in the Bronx—lower Bronx, not the Narrows—and I had beaten everyone, I felt _awesome._ When I saw Carradine, and the store owner needing h- _help_ —" and here his voice choked for an instant "—I thought it was beneath me. It wasn't anger, it was hubris—I-I just didn't care. I wasn't a moody teen, I was an arrogant piece of shit."

Lucky looked from Lucky to Blue and back, studying the body language of each. Blue still sat slumped in the desk's chair with his arms folded, avoiding his eyes, and Specs rested his elbows on his knees, looking straight down with his glasses in his hands. He seemed to have grown even smaller. "You couldn't have known," Lucky said. "Neither of you."

"I shouldn't have needed to!" Specs said abruptly, a sudden surge of anger seeming to possess him. It abated quickly; his shoulders slumped again as he slid his glasses on. "A—and I can't let it happen again, can I? _Never_ again. T-that's how it started, anyway. I think it's more than that now. Because if it was _just_ that, then the only face burned into my brain would be Ben Parker, right? But it's like, I see people in danger, I hear a scream for help, and I—I _have_ to get involved. B-because the only alternative is _not_ getting involved, and I— _no._ Just _no._ "

"With great power," Blue said, "comes great responsibility." Lucky nodded in approval.

Specs snorted. "Don't call what we do responsible," he chuckled, but his smile was fading fast even as he spoke. "Kinda, though. People need me, so I need to try. And I do save a lot of people—I _know_ that. But at the same time…I'm failing to save so many others…"

His head, already humming from the presence of the other two Spider-Men, buzzed slightly as Lucky's hand found his back. Lucky took a deep breath before bluntly saying, "Well first of all, you really need therapy."

Specs nodded, still not looking at him, and then chuckled again. "Hello, Dr. Such-and-such," he said, "I wanted to talk to you about my PTSD and probably depression. 'How have your symptoms manifested?' Well, I hate myself whenever I let somebody die as Spider-Man. Oops, but don't tell anyone that part."

Lucky fought back a laugh. "They're sworn to confidentiality," he said. "Seriously, though, stop saying you're _letting_ them die. Because you aren't."

"I am, though! If I could—"

"Yeah, yeah, I remember what you said last night."

" _I_ don't!" Blue interjected. "He was basically a vegetable during _my_ shift! What'd he say?"

"He basically said that if managed to survive all his battles, he ought to be able to save everyone _else,_ as well. I've been thinking that theory over, Specs, and, well, it's crap in my experience. Take it from the guy who's gone up against a cyborg mobster, a bona fide ninja, paramilitary guys with a thing for snake motifs, giant alien robots, and an immortal psychotic gargoyle with an axe to grind with the whole human race when he says that it's so much easier to keep _yourself_ alive than it is to keep _everyone_ alive."

"But then I should—"

" _Then you should_ focus on saving who you _can_ save. And no, that doesn't mean everyone. I know it sucks, but it's not your fault if you try and fail to save lives." Lucky's voice softened, and he leaned forward to look Specs more fully in the face. "You can't save everyone, and you _need_ to accept that. If you don't…well, maybe _nobody_ gets saved."

"It feels like giving up." Specs's voice was low and quiet, but there was an edge to it.

"Maybe it does," Lucky allowed. "But from where I stand, it looks like a life preserver for a kid who—like it or not— _knows_ he's in over his head."

"With great power comes great responsibility," Blue repeated. He slid the chair closer. "I'm gonna keep saying that, Specs. But your responsibility isn't greater than your power. You shouldn't consider what you _can't_ do your failure. Otherwise…well, you'll be right." When both Specs and Lucky looked up at him confusedly, he clarified: "You'll die. And you will _never_ owe them that."

* * *

It was starting to rain. A few drops of water were streaked across the outside of the window as Scarlet and Honeybee stared down at the street. A few people were starting to pull hoods up, and someone had stepped out of the apartment across the street with a tarp, which they were now laying over a car parked on the curb. Scarlet watched them work curiously.

"You know, I've been thinking—" Honeybee began.

"Thought I smelled smoke." Scarlet joked, a small grin on her face as she looked towards her counterpart. The empty coffee mug in her hands was still warm; she twirled it between her fingers as Honeybee went on.

"Didn't Specs mention he had a version of us?" she asked, slouching lower in the seat.

Scarlet nodded. "Come to think of it…yeah, he did. Why do you ask?"

"I'm wondering what she's like—you know, how she's different from you or I."

Scarlet hummed, looking back down at the street. The rain was coming faster now; a slight steam hissed off the clothes of the people who hurried down the sidewalk. "He said that those speakers in his room were hers. And there was this electric guitar next to his bed—not really his style. Could be hers."

Honeybee looked up thoughtfully. She smiled at the thought. "That'd be cool," she said eventually. "A version of me—of us, I mean—who plays guitar? Maybe she's a rock star! Wouldn't that be awesome?!"

Scarlet snorted. "You're reading too much into things. If she's Specs's age, she's more likely just in her high school band." Still with a smile, she watched the steam rise from the street below until the rain smudged her view too much to see through. "…But yes, that would be awesome."

A small commotion behind them brought their attention back towards the others. Teresa was sliding off her seat sharply as Drake and Ollie looked at her. "I said I don't wanna talk about it," she was irritably saying.

"It's _clearly_ bothering you," Ollie replied, just as irritably. "It's unhealthy to keep that stuff to yourself."

"I've already talked to people about it," Terry snapped. "I'm _not_ gonna tell some people who I've known less than three days!"

Drake held his hands up. "Terry—Teresa—look, you don't have to tell us anything you don't want to—"

"I know I don't! So stop asking!" As Drake lowered his hands and stepped back, Teresa folded her arms and looked away. "You know what?" she said. "I'm gonna check on the Peters. Specs was right, waiting around for something to happen is a terrible strategy."

"Not disagreeing, but are you saying that because you believe we have another option or are you just uncomfortable?"

"Both. Shut up and come with me."

"Will do." Drake replied.

* * *

Specs remained staring at him for a minute, then sighed and looked away. His eyes were unfocused, and he rubbed his temple. He glanced down at himself—his posture still blocked a view of his chest, but he could see his own scars and bandages quite clearly. Groaning, he put his hands on his knees and forced himself to stand up. Lucky immediately came up with him, hands outstretched to catch him if needed, but he only stumbled for a second before turning sharply towards the dresser and opening a top drawer.

"You know," he said finally, without turning around, "you're both getting kinda fuzzy. My dad's got an electric razor you could probably borrow."

Lucky ran a hand across his cheeks, feeling the slight stubble that had developed there in the last few days. "Yeah, probably a good idea. Thanks."

"I'm so embarrassed," Specs mumbled, drawing out a shirt. "You two—fuck, _all_ of you—seem to have this part of the job _down._ " He pulled it over his head and struggled into it, gasping in slight pain as he stretched his ribs. "And then there's me, whose internal monologue is like eighty percent internal screaming. Don't ask me what the remaining twenty is."

Lucky snorted and Blue guffawed. "Well," the former said, "I don't think the rest of us have two hundred whatever casualties to remember."

"Two hundred seventy-six."

"He counts?!"

"Yeah, that's true," Specs said, ignoring Blue's interjection. He tugged the shirt down to his waist, then pulled out some sweatpants upon realizing he was wearing nothing but what was left of his costume's pants. "Maybe it's just part of this world, woven into its strand of the Web of Whatever and Nonsense. Being a Marvel does Bad Things to you, capital B, capital T."

Blue's brow furrowed. "What Web? I think I missed something."

"We visited this world's Doctor Strange," Lucky explained. "He told us all these worlds were connected through the Web of…Life and…whatever it was."

"Web of Whatever and Nonsense," Specs said, turning around to face them. Now fully dressed and his hands in his pockets, most of his scars were hidden, save for what marked his forearms and the mercifully few that dotted his face. "I just said. But yeah, maybe it's just a thing that happens to us in this iteration. I mean, let's run down the list." He drew his hands from his pockets and started counting off on his fingers. "Captain America? Isaiah Bradley is widowed, _also_ has PTSD, and I don't think he really knows what to do with himself? Outside of Avenging, I mean.

"Iron Man? Stark's got…I don't know, _at least one_ prosthetic limb by now. He's got that reactor in his chest that not even _he_ totally understands, he's addicted to opiorphin, and that's on top of the alcoholism he already had.

"Thor? I'm… _pretty sure_ Dr. Foster's been diagnosed with Dissociative Identity Disorder. She and Thor have therapy to make sure neither one of them, y'know, takes over.

"Lessee, um, Spitfire? She retired before I was _born._ I think all of Professor Swensen's friends are dead because of her SHIELD connections."

He remained staring at this fourth finger for a minute, chewing his lip. "Let's see, who else…well, I don't know _what's_ going on with Banner at this point. Janet van Dyne was just _ruined_ by Pym particles. And then…" His hands dropped. He looked away from them and gave a small sigh.

"And then there's street levels. People like me. Like Matt. Like—like Tyrone and Tandy and…I don't know how Bobby and Pryde and whatshername, Jewel are doing. Probably not _well,_ though. X-Men are lucky, they have at least one telepath to help them out, but even then there's a reason it seems like every single one has issues of some kind." He exhaled through his nose. "Kinda figures, I thought. You go looking for superpowered trouble, you're gonna see some shit. I hear even the Scarlet Pimpernel had issues like this. But I—" he paused, considering. "…Never mind. It's nothing."

"What?"

"It's nothing."

The three sat for a second, each silently thinking. At last Blue looked up at Specs and said, "Who's Matt?"

"What?"

Blue sat up a little more. "I don't know anyone named Matt. Or Tyrone or Tandy, for that matter. But Matt first; who is that?"

Specs stared at him for a minute, his brow gradually wrinkling. "…Matthew?...Murdock?"

Blue glanced at Lucky, who shrugged.

"…Daredevil?"

Blue's eyes lit up and his brow rose. "Oh! Daredevil!" He looked away, his lips thin. "That guy. He…he doesn't like me." He glanced back at Specs. "You know him _personally?_ He's _Matt Murdock?!_ "

"I've heard of Daredevil," Lucky piped up. "He's the Hell's Kitchen guy, isn't he?"

"Yeah, we're tight," Specs smiled. "Well, not _tight._ But yeah, we know each other. We actually sorta grew into the whole superhero thing at the same time. I met him when he was still dressed like a dollar-store ninja and my costume was still like, hoodie, ski mask, goggles. He's, you know, twelve years older than me, and lawyers are busy, so we don't hang out a ton. Still, cool guy. Worth knowing."

"Mmm," Lucky nodded. "…And you mentioned…your Captain America was _Isaiah Bradley?_ What happened to Steve Rogers?"

" _Rogers?_ " said Specs, baffled. "The Forties and Fifties comic illustrator? He was one of the most outspoken white supporters of the Civil Rights Movement, I think he _knew_ Cap in the Army, but that was it." He leaned back, staring at Lucky. "…You seriously don't have an Isaiah Bradley?"

"I do, actually—from what I've read, he fought in the Pacific as 'Old Glory' back during World War II alongside Eric Koenig and Johnny Arashikage."

"Blue?"

Blue shrugged. "Never heard of him. Never heard of Spitfire either."

" _What?!_ But she was—"

"Ahem."

The three looked towards the door, where Teresa and Drake leaned in awkwardly. They glanced between the three Peters, who stared back expectantly.

"Specs!" Teresa said suddenly, smiling at him. "Good to see you back on your feet."

"Not yet," he replied. "Just wait till you see me try to walk. I'll fall flat on my face, mark my words."

"Well, anyway, we were wondering if you guys are done with your…" Drake waved a hand at the three of them. "What was this, a group therapy session? Peter Parkers Anonymous?"

"If our name's in the name of the thing, I don't think it's anonymous," Lucky laughed. He stood up as he said, "Yeah, we're about done. What do you need?"

"We were actually hoping you guys could come out here so we could talk about what we need to do next," Teresa said. She gestured over her shoulder with a thumb. "Because after yesterday, the idea of just waiting for the bad guys to make a move kinda feels like a non-option."

" _Thank_ you! Finally." Specs took a step towards the door, a hand on the dresser to steady himself, and then looked down. "…Ah…Actually, I think I need a shower first. Like, now." He bent down and grabbed some more clothes. "Can you guys wait just a couple minutes for me?"

Teresa nodded, stepping aside to allow Specs to walk past her. Lucky and Blue followed, but as Specs shut the bathroom door behind him, the older Peters walked into the main room and Lucky muttered, "Did he say this iteration had a Scarlet Pimpernel?"

"What?"

"The Scarlet Pimpernel. In my world it's this novel about a guy who uses a secret identity to save aristocrats during the French Revolution." He glanced back towards the bathroom. "…Did he say that guy _actually existed_ here?"

"I don't know," Blue said. "Would that be, like, the first superhero then?"

"Kinda, I think so." Lucky put a hand to his chin. He blinked at the whiskers that greeted him. "Ah. Let's ask him when he gets out. I'm gonna go find that razor he mentioned."

"Good plan. By the way- who was that Johnny Whatshis—"

"Arashikage? From what I've read, he was some kind of sniper ninja."

"…color me impressed, then."

Lucky took a deep breath.

"Speaking of ninjas, remind me to tell you more about that time Scarlet and I went up against one later."

* * *

"So, how'd it go with the Peters?" Honeybee asked as Teresa and Drake returned.

"They'll be here shortly." came the reply.

Scarlet nodded as she settled into a chair before turning around, snaring an errant apple with a webline, and then pulling it in.

"Interesting application." Teresa said.

"Thanks. Quick heads-up, though- it takes a _lot_ of practice to nail this trick. Let's just say hard object plus line of webbing equals impromptu flail and leave it at that."

There were a series of nods, and then a few minutes of silence.

"So, anyone else got anything to say before we get this show on the road, or do we just sit here quietly until the men of honor show up?" Honeybee finally said.

As if on cue, Lucky, Blue, and Specs entered the room.

"So, what's on the agenda?" Specs asked, adjusting his glasses as he did so.


End file.
